| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [ TKO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/10/2025 | P | 3,851(1) | A | $167.14(2) | 2,192,817 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 3,922(1) | A | $168.27(4) | 2,196,739 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 10,757(1) | A | $169.16(5) | 2,207,496 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 10,324(1) | A | $170.09(6) | 2,217,820 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 8,798(1) | A | $171.32(7) | 2,226,618 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 22,377(1) | A | $172.28(8) | 2,248,995 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 37,053(1) | A | $173.32(9) | 2,286,048 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/10/2025 | P | 19,174(1) | A | $173.98(10) | 2,305,222 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 2,150(1) | A | $171.9(11) | 2,307,372 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 1,701(1) | A | $172.66(12) | 2,309,073 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 14,029(1) | A | $173.85(13) | 2,323,102 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 23,933(1) | A | $174.72(14) | 2,347,035 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 84,159(1) | A | $175.85(15) | 2,431,194 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 22,544(1) | A | $176.57(16) | 2,453,738 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/11/2025 | P | 7,930(1) | A | $177.6(17) | 2,461,668 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/12/2025 | P | 408(1) | A | $172.32(18) | 2,462,076 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/12/2025 | P | 500(1) | A | $173.29(19) | 2,462,576 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/12/2025 | P | 37,107(1) | A | $174.77(20) | 2,499,683 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/12/2025 | P | 60,269(1) | A | $175.42(21) | 2,559,952 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/12/2025 | P | 14,178(1) | A | $176.37(22) | 2,574,130 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 02/12/2025 | P | 5,307(1) | A | $177.44(23) | 2,579,437 | I | By Endeavor Operating Company, LLC(3) | ||
| Class A Common Stock | 1,825,030 | I | By WME IMG, LLC(24) | |||||||
| Class A Common Stock | 66,179 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. The purchases by Endeavor Operating Company, LLC ("EOC") of shares of Class A Common Stock of TKO Group Holdings, Inc. reported herein were effected pursuant to a Rule 10b5-1 trading plan adopted by EOC on December 17, 2024 and expiring on or prior to March 31, 2025. |
| 2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $166.63 to $167.62 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 3. This Form 4 relates to the purchase of shares by EOC. None of the transactions herein involve a purchase of Class A Common Stock by the Reporting Person. Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $167.71 to $168.70 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $168.72 to $169.71 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $169.72 to $170.71 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $170.72 to $171.71 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $171.72 to $172.70 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $172.72 to $173.71 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $173.72 to $174.39 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $171.10 to $172.09 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $172.13 to $173.12 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $173.17 to $174.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 14. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $174.17 to $175.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 15. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $175.17 to $176.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 16. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $176.17 to $177.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 17. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $177.18 to $178.08 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 18. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $171.86 to $172.59 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 19. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $173.04 to $173.69 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 20. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $174.08 to $175.07 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 21. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $175.08 to $176.05 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 22. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $176.08 to $177.02 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 23. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $177.08 to $177.90 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 24. WME IMG, LLC is an indirect wholly owned subsidiary of EGH. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| /s/ Robert Hilton, Attorney-in-fact | 02/12/2025 | |
| ** 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. | ||
