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ENDEAVOR EXECUTIVE II HOLDCO, LLC
Date Filed :
Aug 05, 2022
View Exhibits
SEC FORM 4
SEC Form 4
FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
1. Name and Address of Reporting Person
*
Endeavor Executive Holdco, LLC
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
(Street)
BEVERLY HILLS
CA
90210
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
Endeavor Group Holdings, Inc.
[
EDR
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
3. Transaction Code (Instr. 8)
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
Amount
(A) or (D)
Price
Class X Common Stock
08/04/2022
D
(1)
16,517
D
$
0.00
31,585,215
D
Class Y Common Stock
08/04/2022
D
(1)
16,517
D
$
0.00
31,585,215
D
Class X Common Stock
08/05/2022
D
(1)
38,767
D
$
0.00
31,546,448
D
Class Y Common Stock
08/05/2022
D
(1)
38,767
D
$
0.00
31,546,448
D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
8. Price of Derivative Security (Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
(A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
Endeavor Operating Company Units
(2)
08/04/2022
J
(3)
16,517
(2)
(2)
Class A Common Stock
16,517
$
0.00
28,295,315
D
Endeavor Operating Company Units
(2)
08/05/2022
J
(3)
38,767
(2)
(2)
Class A Common Stock
38,767
$
0.00
28,256,548
D
1. Name and Address of Reporting Person
*
Endeavor Executive Holdco, LLC
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
(Street)
BEVERLY HILLS
CA
90210
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Endeavor Executive PIU Holdco, LLC
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
(Street)
BEVERLY HILLS
CA
90210
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Endeavor Executive II Holdco, LLC
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
(Street)
BEVERLY HILLS
CA
90210
(City)
(State)
(Zip)
Explanation of Responses:
1. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to an executive officer of the Issuer in accordance with the respective limited liability company agreements of Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Persons or any executive officer or director of the Issuer (other than by the executive officer in connection with the redemption of such common units). The disposition in Table I reflects the cancellation for no consideration of a number of shares of Class X Common Stock and Class Y Common Stock upon the exchange of an equal number of limited liability company units of Endeavor Operating Company, LLC ("OpCo Units").
2. OpCo Units are exchangeable by the holder on a 1-for-1 basis for, at the option of the Issuer (i) a share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) subject to certain conditions, an equivalent amount of cash.
3. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to an executive officer of the Issuer in accordance with the respective limited liability company agreements of Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. In connection with such redemption, Endeavor Endeavor Executive PIU Holdco, LLC distributed OpCo Units of Endeavor Operating Company, LLC to the executive officer in redemption of corresponding equity interests that such person held in Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Persons or any executive officer or director of the Issuer (other than by the executive officer in connection with the redemption of such common units).
Remarks:
Endeavor Executive Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager
08/05/2022
Endeavor Executive PIU Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager
08/05/2022
Endeavor Executive II Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager
08/05/2022
** Signature of Reporting Person
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see
Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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