Ariel Emanuel SC 13D/A Endeavor / Emanuel Ariel ownership change

Ariel Emanuel SC 13D/AEndeavor / Emanuel Ariel ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Endeavor Group Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

29260Y 10 9

(CUSIP Number)

Robert Hilton

c/o Endeavor Group Holdings, Inc.

9601 Wilshire Boulevard, 3^rd Floor,

Beverly Hills, CA 90210

(310) 285-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 29260Y 10 9				Page 2 of 9


1		Names of Reporting Persons Ariel Emanuel
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 29260Y 10 9		13D		Page 3 of 9


1		Names of Reporting Persons Patrick Whitesell
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 29260Y 10 9		13D		Page 4 of 9


1		Names of Reporting Persons Endeavor Executive Holdco, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 29260Y 10 9		13D		Page 5 of 9


1		Names of Reporting Persons Endeavor Executive PIU Holdco, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 29260Y 10 9		13D		Page 6 of 9


1		Names of Reporting Persons Endeavor Executive II Holdco, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 29260Y 10 9		13D		Page 7 of 9

Explanatory Note

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on May 13, 2021 (as amended, the “Schedule 13D”), related to the shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of Endeavor Group Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of the section titled “2023 10b5-1 Trading Plans” in Item 4 of the Schedule 13D/A filed with the SEC on June 13, 2023, as amended by the Schedule 13D/A filed on September 1, 2023:

On October 8, 2024, Mr. Emanuel terminated the Emanuel 2023 Trading Plan.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 306,795,376 shares of Class A Common Stock outstanding as of July 31, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 8, 2024:


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or direct to disposition		Shared power to dispose or to direct the disposition
Ariel Emanuel		39,482,914		11.5	%		11,984,464		27,498,450		11,984,464		27,498,450
Patrick Whitesell		36,499,415		10.6	%		9,000,965		27,498,450		9,000,965		27,498,450
Endeavor Executive Holdco, LLC		21,031,480		6.4	%		0		21,031,480		0		21,031,480
Endeavor Executive PIU Holdco, LLC		3,706,177		1.2	%		0		3,706,177		0		3,706,177
Endeavor Executive II Holdco, LLC		2,760,793		0.9	%		0		2,760,793		0		2,760,793


CUSIP No. 29260Y 10 9		13D		Page 8 of 9

Mr. Emanuel is the record holder of 23,810 shares of Class A Common Stock, 5,959,889 Profits Units and 4,193,328 Endeavor Operating Company Units. Mr. Emanuel’s personal revocable trust, for which he is acting as sole trustee and is sole lifetime beneficiary, is the record holder of 1,807,437 shares of Class A Common Stock. Mr. Whitesell’s personal revocable trust, for which he is acting as sole trustee and is sole lifetime beneficiary, is the record holder of 72,797 shares of Class A Common Stock, 5,959,889 Profits Units and 2,968,279 Endeavor Operating Company Units. Endeavor Executive Holdco, LLC is the record holder of 21,031,480 Endeavor Operating Company Units. Endeavor Executive PIU Holdco, LLC is the record holder of 3,193,469 Endeavor Operating Company Units and 512,708 Profits Units. Endeavor Executive II Holdco, LLC is the record holder of 2,760,793 Profits Units.

The Executive Holdcos are managed by an executive committee composed of Messrs. Emanuel and Whitesell. As a result, each of Messrs. Emanuel and Whitesell may be deemed to share beneficial ownership of the securities held directly by the Executive Holdcos, but each disclaims any such beneficial ownership.

In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the Silver Lake Equityholders may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Class A Common Stock beneficially owned by the Silver Lake Equityholders and such shares are not the subject of this Schedule 13D.

(c)

During the past 60 days, (i) the Reporting Persons have disposed of an aggregate of 225,272 Endeavor Operating Company Units in connection with the redemption of common units issued by Endeavor Executive Holdco, LLC to Mr. Emanuel in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC, and (ii) Mr. Emanuel sold an aggregate of 225,272 shares of Class A Common Stock pursuant to the 2023 Emanuel Trading Plan at prices ranging from $28.00 to $29.13. Details by date, listing the number of shares sold and the weighted average price per share such sales are provided below.


Date	Equity Shares Disposed Of		Weighted Average Price per Share
September 20, 2024		27,816	$	28.01
September 24, 2024		149,280	$	28.097
October 8, 2024		48,176	$	29.039

The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

(d)

None.

(e)	Not applicable.


CUSIP No. 29260Y 10 9		13D		Page 9 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 9, 2024


By:		/s/ Ariel Emanuel
Name:		Ariel Emanuel

By:		/s/ Patrick Whitesell
Name:		Patrick Whitesell

Endeavor Executive Holdco, LLC

By:		/s/ Ariel Emanuel
Name:		Ariel Emanuel
Title:		Director

Endeavor Executive PIU Holdco, LLC

By:		/s/ Ariel Emanuel
Name:		Ariel Emanuel
Title:		Director

Endeavor Executive II Holdco, LLC

By:		/s/ Ariel Emanuel
Name:		Ariel Emanuel
Title:		Director

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

11,984,464

Shared Voting Power

27,498,450

Sole Dispositive Power

11,984,464

Shared Dispositive Power

27,498,450