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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2022

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 X Common Stock	03/22/2022		D(1)		39,000	D	$0.00	32,015,478	I	See footnote(2)
Class Y Common Stock	03/22/2022		D(1)		39,000	D	$0.00	32,015,478	I	See footnote(2)
Class X Common Stock								10,153,217	D
Class Y Common Stock								10,153,217	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	(3)	03/22/2022		J(4)			39,000	(3)	(3)	Class A Common Stock	39,000	$0.00	28,709,179	I	See footnote(2)
Endeavor Operating Company Units	(3)							(3)	(3)	Class A Common Stock	4,193,328		4,193,328	D
Profits Units	(5)							(5)	(5)	Endeavor Operating Company Units	5,959,889		5,959,889	D

Explanation of Responses:

1. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain non-executive employees of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer. 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. Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by a board of directors composed of the Reporting Person and Patrick Whitesell.

3. 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.

4. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain non-executive employees of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC. In connection with such redemptions, Endeavor Executive Holdco, LLC distributed OpCo Units of Endeavor Operating Company, LLC to the employees in redemption of corresponding equity interests that such persons held in Endeavor Executive Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer.

5. Each profits unit of Endeavor Operating Company, LLC represents the right to receive a fractional number of OpCo Units 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 OpCo Units and the applicable grant price divided by the fair market value of a limited liability company unit at the time of redemption.

Remarks:

	/s/ Robert Hilton, Attorney-in-fact	03/24/2022
	** Signature of Reporting Person	Date
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