World Wrestling Entertainment (WWE) Form 4 WORLD WRESTLING ENTERTAINMENT / KEVIN DUNN ownership change

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

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X

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^*

DUNN KEVIN

(Last) (First) (Middle)

C/O WORLD WRESTLING ENTERTAINMENT

1241 EAST MAIN STREET

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WORLD WRESTLING ENTERTAINMENT, LLC [ WWE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec Prod & Chief Glo TV Prod*

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 A Common Stock	09/12/2023		A		9,762	A	(1)	285,741(4)	D
Class A Common Stock	09/12/2023		D		99,939	D	(2)	185,802	D
Class A Common Stock	09/12/2023		D		185,802	D	(3)	0	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

Explanation of Responses:

1. In connection with the closing of the transactions under the Transaction Agreement, dated as of April 2, 2023 (the "Transaction Agreement"), among World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc., "WWE"), Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), TKO Group Holdings, Inc. (f/k/a New Whale Inc., "TKO") and Whale Merger Sub Inc., WWE performance stock units ("PSUs"), which were granted in February 2023, subject to financial and/or operational performance goals, were equitably adjusted into time-based WWE restricted stock units ("RSUs") at target level, subject to vesting over three years. Each WWE RSU reflects the right to receive one share of WWE Class A common stock following vesting.

2. Pursuant to the Transaction Agreement, each share of WWE Class A common stock was converted into the right to receive one share of TKO Class A common stock.

3. Pursuant to the Transaction Agreement, each outstanding award of WWE RSUs was converted into an award of TKO's RSUs, on the same terms and conditions as were applicable under the original WWE RSUs immediately prior to the effective time of the conversion (including any provisions for acceleration) on a one-to-one basis.

4. Also includes shares acquired under the Company's ESPP and/or dividend accruals, all of which are exempt under Section 16.

Remarks:

* Exec. Producer & Chief, Global TV Production

	/s/ Kevin Dunn	09/12/2023
	** 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).
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