| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
TKO GROUP HOLDINGS, INC. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
87256C101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 87256C101 |
| 1 | Names of Reporting Persons Lindsell Train Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,633,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 87256C101 |
| 1 | Names of Reporting Persons Mr. Michael James Lindsell | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,633,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
SCHEDULE 13G |
| CUSIP No. | 87256C101 |
| 1 | Names of Reporting Persons Mr. Nicholas John Train | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,633,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: TKO GROUP HOLDINGS, INC. | |
| (b) | Address of issuer's principal executive
offices: 200 Fifth Ave, 7th Floor, New York, NY 10010 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G/A is being jointly filed by Lindsell Train Limited ("the Manager"), a corporation organized under the laws of England and Wales, United Kingdom, Mr. Michael James Lindsell and Mr. Nicholas John Train with respect to the ownership of shares of Ordinary Shares of the Issuer by several separately managed accounts over which the Manager has investment discretion and voting power ("the Managed Accounts"). The Manager and Messrs. Lindsell and Train are collectively referred to in this Schedule 13G/A as the Reporting Persons. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of the Manager and Messrs. Lindsell and Train is 66 Buckingham Gate, London SWIE 6AU, United Kingdom. | |
| (c) | Citizenship: The Manager is a corporation organized under the laws of England and Wales, the United Kingdom. Messrs. Lindsell and Train are citizens of the United Kingdom. | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.: 87256C101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 3633367.00 | |
| (b) | Percent of class: 4.47 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 3633367.00 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 3633367.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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. |
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Comments accompanying signature:
1. Items 4(a) and (b) of Schedule 13G/A
As of December 31, 2024, the Managed Accounts were the legal owners of 3,633,367 shares of Ordinary Shares, respectively. Based on there being 81,203,160 shares of Ordinary Shares, the Managed Accounts' holding represents approximately 4.47% of the outstanding Ordinary Shares, respectively. The Manager serves as investment manager to the Managed Accounts and has investment discretion and voting power over the shares of Ordinary Shares held by the Managed Accounts. Accordingly, the Manager may be deemed to be the beneficial owner of the Ordinary Shares. Michael Lindsell owns a significant membership interest in the Manager and as such may be deemed to control shares held by the Manager by virtue of his interest in the Manager. Nicholas Train owns a significant membership interest in the Manager and as such may be deemed to control shares held by the Manager by virtue of his interest in the Manager. Each of the Reporting Persons disclaims beneficial ownership of the shares of Ordinary Shares of the Issuer held by the Managed Accounts, except to the extent of any pecuniary interest therefrom, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
2. Item 4(c) of Schedule 13G/A
As of December 31, 2024, each of the Reporting Persons may be deemed to have the power to vote or to direct the voting of and to dispose or to direct the disposition of the 3,633,367 shares, respectively, of Ordinary Shares held by the Managed Accounts. Each of the Reporting Persons disclaims beneficial ownership of the shares of Ordinary Shares held by the Managed Accounts, except to the extent of any pecuniary interest therefrom, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.