| 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)
| 2. Issuer Name and Ticker or Trading Symbol Endeavor Group Holdings, Inc. [ EDR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 05/03/2021 | A | 6,944(1) | A | $0.00 | 6,944 | D | |||
| 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 | ||||||||
| Stock Option | $24 | 04/28/2021 | A | 57,291 | (2) | 04/28/2031 | Class A Common Stock | 57,291 | (3) | 57,291 | D | ||||
| Stock Option | $24 | 04/28/2021 | A | 19,097 | (4) | 04/28/2031 | Class A Common Stock | 19,097 | (3) | 19,097 | D | ||||
| Units of Executive Holdco | (5) | 04/28/2021 | A | 137,210 | (5) | (5) | Units of Endeavor Operating Company | 137,210 | (3) | 137,210(6) | D | ||||
| Profits Units | (7) | 04/28/2021 | A | 92,244 | (8) | (8) | Units of Endeavor Operating Company | 92,244 | (3) | 92,244 | D | ||||
| Profits Units | (9) | 04/28/2021 | A | 91,870 | (8) | (8) | Units of Endeavor Operating Company | 91,870 | (3) | 91,870 | D | ||||
| Restricted Stock Unit | (10) | 05/03/2021 | A | 13,889 | (11) | (11) | Class A Common Stock | 13,889 | $0.00 | 13,889 | D | ||||
| Restricted Stock Unit | (10) | 05/03/2021 | A | 24,008 | (12) | (12) | Class A Common Stock | 24,008 | $0.00 | 24,008 | D | ||||
| Restricted Stock Unit | (10) | 05/03/2021 | A | 39,787 | (13) | (13) | Class A Common Stock | 39,787 | $0.00 | 39,787 | D | ||||
| Restricted Stock Unit | (10) | 05/03/2021 | A | 13,889 | (14) | (14) | Class A Common Stock | 13,889 | $0.00 | 13,889 | D | ||||
| Units of Executive Holdco | (5) | 05/03/2021 | A | 212,064 | (5) | (5) | Units of Endeavor Operating Company | 212,064 | (15) | 349,274(6) | D | ||||
| Explanation of Responses: |
| 1. Represents a portion of restricted stock units that settled in shares of Class A Common Stock on May 3, 2021. |
| 2. The stock option is vested and exercisable as to a third of the underlying shares, and the remaining two-thirds will vest and become exercisable in two equal annual installments beginning on April 28, 2022. |
| 3. 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. |
| 4. The stock option will vest and become exercisable in three equal annual installments beginning on December 31, 2021. |
| 5. Represents 137,210 limited liability company units of Endeavor Executive Holdco, LLC and 212,064 limited liability company units of Endeavor Executive PIU Holdco, LLC. Each of the units is exchangeable on a 1-for-1 basis for 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 one-for-one 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. |
| 6. 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. |
| 7. 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. |
| 8. The profits units are fully vested. |
| 9. Each profits unit represents the right to receive, on a 1-for-1 basis, limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer, 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. |
| 10. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. |
| 11. The restricted stock units will be settled in shares of Class A Common Stock in two equal annual installments beginning on May 3, 2022. |
| 12. Half of the restricted stock units will be settled in shares of Class A Common Stock upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds $26.40, and the remaining half will vest upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds $29.04. |
| 13. The restricted stock units will be settled in shares of Class A Common Stock in substantially equal installments upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds each of the following seven share price thresholds: $26.40, $29.04, $31.94, $35.13, $38.64, $42.50 and $46.75. |
| 14. The restricted stock units will be settled in shares of Class A Common Stock in three equal annual installments beginning on December 31, 2021. |
| 15. 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"). |
| 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. | ||
| 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. | ||
