Silver Lake Group, L.L.C. Form 4 Endeavor / Lake Group, L.L.C. Silver 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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X

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^*

SLTA IV (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 A Common Stock	07/22/2021		J(1)		27,830,244	D	(1)	0	I	Held through SLP IV West Feeder I, L.P.(1)(2)(16)
Class A Common Stock	07/22/2021		J(1)		32,286,295	D	(1)	0	I	Held through SLP IV Basquiat Feeder I, L.P.(1)(3)(16)
Class A Common Stock	07/22/2021		J(1)		127,826	D	(1)	0	I	Held through SLP West Holdings Co-Invest II, L.P.(1)(4)(16)
Class A Common Stock	07/22/2021		J(1)		9,485,459	D	(1)	0	I	Held through SLP West Holdings Co-Invest Feeder II, L.P.(1)(5)(16)
Class A Common Stock	07/22/2021		J(1)		17,741,490	D	(1)	0	I	Held through SL SPV-1 Feeder I, L.P.(1)(6)(16)
Class A Common Stock	07/22/2021		J(1)		367,668	D	(1)	0	I	Held through SLP West Holdings Co-Invest, L.P.(1)(7)(16)
Class A Common Stock	07/22/2021		J(1)		3,830,911	D	(1)	0	I	Held through Silver Lake Partners VI DE (AIV), L.P.(1)(8)(16)
Class A Common Stock	07/22/2021		J(1)		306,589	D	(1)	0	I	Held through Silver Lake Technology Investors VI, L.P.(1)(9)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		13,227,774	D	(1)	0	I	Held through SLP West Holdings, L.L.C.(1)(10)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		21,284,084	D	(1)	0	I	Held through SLP West Holdings II, L.L.C.(1)(11)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		27,830,244	D	(1)	0	I	Held through SLP IV West Feeder I, L.P.(1)(2)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		32,286,295	D	(1)	0	I	Held through SLP IV Basquiat Feeder I, L.P.(1)(3)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		25,055,370	D	(1)	0	I	Held through Silver Lake Partners IV DE (AIV III), L.P.(1)(12)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		991,666	D	(1)	0	I	Held through Silver Lake Technology Investors IV (Delaware II), L.P.(1)(13)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		3,378,939	D	(1)	0	I	Held through SLP West Holdings III, L.P.(1)(14)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		1,166,346	D	(1)	0	I	Held through SLP West Holdings IV, L.P.(1)(15)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		9,565,989	D	(1)	0	I	Held through SLP West Holdings Co-Invest II, L.P.(1)(4)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		9,396,118	D	(1)	0	I	Held through SLP West Holdings Co-Invest Feeder II, L.P.(1)(5)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		17,741,490	D	(1)	0	I	Held through SL SPV-1 Feeder I, L.P.(1)(6)(16)
Class Y Common Stock(17)	07/22/2021		J(1)		7,467,906	D	(1)	0	I	Held through SLP West Holdings Co-Invest, L.P.(1)(7)(16)

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
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			13,227,774	(18)	(18)	Class A Common Stock	13,227,774	(1)	0	I	Held through SLP West Holdings, L.L.C.(1)(10)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			21,284,084	(18)	(18)	Class A Common Stock	21,284,084	(1)	0	I	Held through SLP West Holdings II, L.L.C.(1)(11)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			25,055,370	(18)	(18)	Class A Common Stock	12,527,685	(1)	0	I	Held through Silver Lake Partners IV DE (AIV III), L.P.(1)(12)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			991,666	(18)	(18)	Class A Common Stock	991,666	(1)	0	I	Held through Silver Lake Technology Investors IV (Delaware II), L.P.(1)(13)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			3,378,939	(18)	(18)	Class A Common Stock	3,378,939	(1)	0	I	Held through SLP West Holdings III, L.P.(1)(14)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			1,166,346	(18)	(18)	Class A Common Stock	1,166,346	(1)	0	I	Held through SLP West Holdings IV, L.P.(1)(15)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			9,565,989	(18)	(18)	Class A Common Stock	9,565,989	(1)	0	I	Held through SLP West Holdings Co-Invest II, L.P.(1)(4)(16)
Units of Endeavor Operating Company(18)	(18)	07/22/2021		J(1)			7,467,906	(18)	(18)	Class A Common Stock	7,467,906	(1)	0	I	Held through SLP West Holdings Co-Invest, L.P.(1)(7)(16)

1. Name and Address of Reporting Person^*

SLTA IV (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates IV, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP IV West Feeder I, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners IV DE (AIV IV), L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP West Holdings, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP West Holdings II, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP West GP Holdings, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP West Holdings III, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP West Holdings IV, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed in connection with an internal reorganization of securities of Endeavor Group Holdings, Inc. (the "Issuer") held by certain investment funds affiliated with Silver Lake Group, L.L.C. ("SLG"), whereby certain direct and indirect holders of securities transferred their interests in the Issuer to either Silver Lake West HoldCo, L.P. or Silver Lake West HoldCo II, L.P. (together, the "HoldCos"), which now hold all of the securities of the Issuer beneficially owned by investment funds affiliated with SLG. There has been no change in the aggregate amount of securities of the Issuer economically owned by SLG and its affiliates. The HoldCos are separately filing Form 3 filings and will continue to report transactions in securities of the Issuer on behalf of investment funds managed by SLG and its affiliates. Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of the HoldCos.

2. These securities were held by SLP IV West Feeder I, L.P. and are now indirectly owned through West HoldCo II. The general partner of SLP IV West Feeder I, L.P. is Silver Lake Technology Associates IV, L.P. ("SLTA IV"). The general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").

3. These securities were held by SLP IV Basquiat Feeder I, L.P. and are now indirectly owned through West HoldCo II. The general partner of SLP IV Basquiat Feeder I, L.P. is SLTA IV. The general partner of SLTA IV is SLTA IV GP.

4. These securities were held by SLP West Holdings Co-Invest II, L.P. and are now indirectly owned through West HoldCo. The general partner of SLP West Holdings Co-Invest II, L.P. is SLP Co-Invest GP, L.L.C. ("SLP Co-Invest GP").

5. These securities were held by SLP West Holdings Co-Invest Feeder II, L.P and are now indirectly owned through West HoldCo II. The general partner of SLP West Holdings Co-Invest Feeder II, L.P. is SLP Co-Invest GP.

6. These securities were held by SL SPV-1 Feeder I, L.P. and are now indirectly owned through West HoldCo II. The general partner of SL SPV-1 Feeder I, L.P. is SLTA SPV-1 L.P. and the general partner of SLTA SPV-1 L.P. is SLTA SPV-1 (GP), L.L.C. ("SLTA SPV GP").

7. These securities were held by SLP West Holdings Co-Invest, L.P. and are now indirectly owned through West HoldCo. The general partner of SLP West Holdings Co-Invest, L.P. is SLP Denali Co-Invest GP, L.L.C. The managing member of SLP Denali Co-Invest GP, L.L.C. is Silver Lake Technology Associates III, L.P. The general partner of Silver Lake Technology Associates III, L.P. is SLTA III (GP), L.L.C. ("SLTA III GP").

8. These securities were held by Silver Lake Partners VI DE (AIV), L.P. and are now indirectly owned through West HoldCo II. The general partner of Silver Lake Partners VI DE (AIV), L.P. is Silver Lake Technology Associates VI, L.P. ("SLTA VI"). The general partner of SLTA VI is SLTA VI (GP), L.L.C. ("SLTA VI GP").

9. These securities were held by Silver Lake Technology Investors VI, L.P. and are now indirectly owned through West HoldCo II. The general partner of Silver Lake Technology Investors VI, L.P. is SLTA VI. The general partner of SLTA VI is SLTA VI GP.

10. These securities were held by SLP West Holdings, L.L.C. and are now indirectly owned through West HoldCo. The managing member of SLP West Holdings, L.L.C. is Silver Lake Partners IV DE (AIV IV), L.P. The general partner of Silver Lake Partners IV DE (AIV IV), L.P. is SLTA IV. The general partner of SLTA IV is SLTA IV GP.

11. These securities were held by SLP West Holdings II, L.L.C. and are now indirectly owned through West HoldCo. The managing member of SLP West Holdings II, L.L.C. is Silver Lake Partners IV DE (AIV IV), L.P. The general partner of Silver Lake Partners IV DE (AIV IV), L.P. is SLTA IV. The general partner of SLTA IV is SLTA IV GP.

12. These securities were held by Silver Lake Partners IV DE (AIV III), L.P and are now indirectly owned through West HoldCo. The general partner of Silver Lake Partners IV DE (AIV III), L.P. is SLTA IV. The general partner of SLTA IV is SLTA IV GP.

13. These securities were held by Silver Lake Technology Investors IV (Delaware II), L.P. and are now indirectly owned through West HoldCo. The general partner of Silver Lake Technology Investors IV (Delaware II), L.P. is SLTA IV. The general partner of SLTA IV is SLTA IV GP.

14. These securities were held by SLP West Holdings III, L.P. and are now indirectly owned through West HoldCo. The general partner of SLP West Holdings III, L.P. is SLP West GP Holdings, L.L.C. The managing member of SLP West GP Holdings, L.L.C. is SLTA IV GP

15. These securities were held by SLP West Holdings IV, L.P and are now indirectly owned through West HoldCo. The general partner of SLP West Holdings IV, L.P. is SLP West GP Holdings, L.L.C. The managing member of SLP West GP Holdings, L.L.C. is SLTA IV GP.

16. SLG is the managing member of SLTA III GP, SLTA IV GP, SLTA VI GP, SLTA SPV GP and SLP Co-Invest GP. Egon Durban is a director of the Issuer and is a Co-CEO and Managing Member of SLG. Following the internal reorganization described herein, West HoldCo holds (i) 495,494 shares of Class A common stock and (ii) 82,138,074 limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X common stock of the Issuer and an equal number of shares of Class Y common stock, and West HoldCo II holds 91,480,988 shares of Class A common stock and 87,254,147 shares of Class Y common stock.

17. 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 canceled/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.

18. Units of Endeavor Operating Company represent 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. Shares of Class X common stock of the Issuer have no economic rights and each share of Class X common stock entitles its holder to 1 vote per share.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Form 1 of 3.

	By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	07/26/2021
	By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C.	07/26/2021
	By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P.	07/26/2021
	By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of SLP IV West Feeder I, L.P.	07/26/2021
	By: /s/ Andrew J. Schader; Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of SilverLake Technology Associates IV, L.P., general partner of Silver Lake Partners IV DE (AIV IV), L.P.	07/26/2021
	By: /s/ Andrew J. Schader; MD and GC of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Partners IV DE (AIV IV), L.P., managing member of SLP West Holdings, L.L.C.	07/26/2021
	By: /s/ Andrew J. Schader; MD and GC of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Partners IV DE (AIV IV), L.P., managing member of SLP West Holdings II, L.L.C.	07/26/2021
	By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., managing member of SLP West GP Holdings, L.L.C.	07/26/2021
	By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., managing member of SLP West GP Holdings, L.L.C., general partner of SLP West Holdings III, L.P.	07/26/2021
	By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., managing member of SLP West GP Holdings, L.L.C., general partner of SLP West Holdings IV, L.P.	07/26/2021
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