Ariel Emanuel Form 4 Endeavor / Ariel Emanuel 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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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^*

Emanuel Ariel

(Last)

(First)

(Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class X Common Stock⁽¹⁾	04/28/2021		A		5,959,889	A	⁽²⁾	5,959,889⁽³⁾	D
Class Y Common Stock⁽⁴⁾	04/28/2021		A		5,959,889	A	⁽²⁾	5,959,889⁽³⁾	D
Class X Common Stock⁽¹⁾	04/28/2021		A		27,083,707	A	⁽²⁾	27,083,707⁽³⁾	I	See footnote⁽⁵⁾
Class Y Common Stock⁽⁴⁾	04/28/2021		A		27,083,707	A	⁽²⁾	27,083,707⁽³⁾	I	See footnote⁽⁵⁾
Class A Common Stock	05/03/2021		A		951,389⁽⁶⁾	A	$0.00	951,389	D
Class X Common Stock⁽¹⁾	05/03/2021		A		4,193,328	A	⁽⁷⁾	10,153,217⁽³⁾	D
Class Y Common Stock⁽⁴⁾	05/03/2021		A		4,193,328	A	⁽⁷⁾	10,153,217⁽³⁾	D
Class X Common Stock⁽¹⁾	05/03/2021		A		5,451,332	A	⁽⁷⁾	32,535,039⁽³⁾	I	See footnote⁽⁵⁾
Class Y Common Stock⁽⁴⁾	05/03/2021		A		5,451,332	A	⁽⁷⁾	32,535,039⁽³⁾	I	See footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Profits Units	⁽⁸⁾	04/28/2021		A		5,959,889		⁽⁹⁾	⁽⁹⁾	Units of Endeavor Operating Company	5,959,889	⁽²⁾	5,959,889	D
Units of Endeavor Operating Company	⁽¹⁰⁾	04/28/2021		A		27,083,707		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	27,083,707	⁽²⁾	27,083,707⁽³⁾	I	See footnote⁽⁵⁾
Restricted Stock Unit	⁽¹¹⁾	05/03/2021		A		1,104,167		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	1,104,167	$0.00	1,104,167	D
Restricted Stock Unit	⁽¹¹⁾	05/03/2021		A		1,902,779		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	1,902,779	$0.00	1,902,779	D
Units of Endeavor Operating Company	⁽¹⁰⁾	05/03/2021		A		4,193,328		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	4,193,328	⁽⁷⁾	4,193,328⁽³⁾	D
Units of Endeavor Operating Company	⁽¹⁰⁾	05/03/2021		A		5,451,332		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	5,451,332	⁽⁷⁾	32,535,039⁽³⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Shares of Class X Common Stock of the Issuer have no economic rights and entitiles its holder to one vote per share. The Issuer's Class X Common Stock will automatically be cancelled for no consideration upon the receipt of a share of the Issuer's Class A Common Stock issued as a result of a redemption of limited liability company units of Endeavor Operating Company, LLC.

2. Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person.

3. The Reporting Person's Form 3 inadvertently included as beneficially owned the securities acquired pursuant to the UFC Buyout (as defined below), which are correctly reported in this Form 4.

4. Shares of Class Y Common Stock of the Issuer have no economic rights and each share of Class Y Common Stock entitles its holder to 20 votes per share. Each share of Class Y Common Stock will be automatically cancelled/redeemed upon the occurrence of certain transfers of Class A Common Stock or limited liability company units of Endeavor Operating Company, LLC or Class A Common Stock received upon exchange of such units and upon certain other events.

5. Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by an executive committee composed of the Reporting Person and Patrick Whitesell.

6. Represents a portion of restricted stock units that vested on May 3, 2021.

7. Represents securities received in connection with the Issuer's purchase of the holder's interests in Zuffa Parent, LLC ("UFC Parent") and related merger transaction in connection with the purchase by Endeavor Operating Company, LLC of the portion of the equity interests in UFC Parent not previously owned, resulting in Endeavor Operating Company, LLC directly or indirectly owning 100% of the equity interests of UFC Parent (the "UFC Buyout").

8. Each profits unit represents the right to receive a fractional number of limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer equal to the difference between the fair market value of the limited liability company units of Endeavor Operating Company, LLC and $23.16 divided by the fair market value of a limited liability company unit at the time of redemption, provided that, in limited circumstance, the profits units will be redeemable for less than the foregoing in the event the fair market value of a limited liability company unit of Endeavor Operating Company, LLC at the time of redemption does not exceed (and prior to the time of redemption has not exceeded) $25.10.

9. The profits units are fully vested.

10. Represents limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Endeavor Operating Company, LLC, are together 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.Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person.

11. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.

12. The restricted stock units will be settled in shares of Class A Common Stock as to 929,825 of the underlying shares upon achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds $28.50 (the "Initial Vesting"). The remaining restricted stock units will vest as to the underlying shares equal to $26,500,000 divided by the then-achieved price per share of Class A Common Stock of each price increase of $4.50 above the Initial Vesting price trigger.

13. The restricted stock units vest in two equal annual installments beginning on May 3, 2022.

Remarks:

	/s/ Robert Hilton, Attorney-in-fact	05/05/2021
	** 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.
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Ariel Emanuel Form 4Endeavor / Ariel Emanuel ownership change