| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2021 | 3. Issuer Name and Ticker or Trading Symbol Endeavor Group Holdings, Inc. [ EDR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 9,396,118 | I | Held through SLP West Holdings Co-Invest Feeder II, L.P.(1)(10) |
| Class A Common Stock | 27,830,244 | I | Held through SLP IV West Feeder I, L.P.(2)(10) |
| Class A Common Stock | 17,741,490 | I | Held through SL SPV-1 Feeder I, L.P.(3)(10) |
| Class Y Common Stock(11) | 9,396,118 | I | Held through SLP West Holdings Co-Invest Feeder II, L.P.(1)(10) |
| Class Y Common Stock(11) | 27,830,244 | I | Held through SLP IV West Feeder I, L.P.(2)(10) |
| Class Y Common Stock(11) | 17,741,490 | I | Held through SL SPV-1 Feeder I, L.P.(3)(10) |
| Class Y Common Stock(11) | 13,227,774 | I | Held through SLP West Holdings, L.L.C.(4)(10) |
| Class Y Common Stock(11) | 21,284,084 | I | Held through SLP West Holdings II, L.L.C.(5)(10) |
| Class Y Common Stock(11) | 3,378,939 | I | Held through SLP West Holdings III, L.P.(6)(10) |
| Class Y Common Stock(11) | 1,166,346 | I | Held through SLP West Holdings IV, L.P.(7)(10) |
| Class Y Common Stock(11) | 7,467,906 | I | Held through SLP West Holdings Co-Invest, L.P.(8)(10) |
| Class Y Common Stock(11) | 9,565,989 | I | Held through SLP West Holdings Co-Invest II, L.P.(9)(10) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Units of Endeavor Operating Company(12) | (12) | (12) | Class A Common Stock | 13,227,774 | (12) | I | Held through SLP West Holdings, L.L.C.(4)(10) |
| Units of Endeavor Operating Company(12) | (12) | (12) | Class A Common Stock | 21,284,084 | (12) | I | Held through SLP West Holdings II, L.L.C.(5)(10) |
| Units of Endeavor Operating Company(12) | (12) | (12) | Class A Common Stock | 3,378,939 | (12) | I | Held through SLP West Holdings III, L.P.(6)(10) |
| Units of Endeavor Operating Company(12) | (12) | (12) | Class A Common Stock | 1,166,346 | (12) | I | Held through SLP West Holdings IV, L.P.(7)(10) |
| Units of Endeavor Operating Company(12) | (12) | (12) | Class A Common Stock | 7,467,906 | (12) | I | Held through SLP West Holdings Co-Invest, L.P.(8)(10) |
| Units of Endeavor Operating Company(12) | (12) | (12) | Class A Common Stock | 9,565,989 | (12) | I | Held through SLP West Holdings Co-Invest II, L.P.(9)(10) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are directly held by SLP West Holdings Co-Invest Feeder II, L.P. The general partner of SLP West Holdings Co-Invest Feeder II, L.P. is SLP Co-Invest GP, L.L.C. ("SLP Co-Invest GP"). |
| 2. These securities are directly held by SLP IV West Feeder I, L.P. 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 Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C. ("SLTA IV GP"). |
| 3. These securities are directly held by SL SPV-1 Feeder I, L.P. 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. ("SPV GP"). |
| 4. These securities are directly held by SLP West Holdings, L.L.C. 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. |
| 5. These securities are directly held by SLP West Holdings II, L.L.C. 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. |
| 6. These securities are directly held by SLP West Holdings III, L.P. 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. |
| 7. These securities are directly held by SLP West Holdings IV, L.P. 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. |
| 8. These securities are directly held by SLP West Holdings Co-Invest, L.P. 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"). |
| 9. These securities are directly held by SLP West Holdings Co-Invest II, L.P. The general partner of SLP West Holdings Co-Invest II, L.P. is SLP Co-Invest GP. |
| 10. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLP Co-Invest GP, SLTA IV GP, SPV GP and SLTA III GP. Egon Durban serves as a director of Endeavor Group Holdings, Inc. (the "Issuer") and is a Co-CEO and Managing Member of SLG. Each of the Reporting Persons and certain of their affiliates may be deemed to be a director by deputization of the Issuer. 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. |
| 11. 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. |
| 12. 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 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3. |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLP Co-Invest GP, L.L.C. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLP Co-Invest GP, L.L.C., general partner of SLP West Holdings Co-Invest Feeder II, L.P. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLP Co-Invest GP, L.L.C., general partner of SLP West Holdings Co-Invest II, L.P. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-1 (GP), L.L.C. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-1 (GP), L.L.C., general partner of SLTA SPV-1, L.P. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-1 (GP), L.L.C., general partner of SLTA SPV-1, L.P., general partner of SL SPV-1 Feeder I, L.P. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C. | 04/29/2021 | |
| By: /s/ Andrew J. Schader; MD and GC of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP West Holdings Co-Invest, L.P. | 04/29/2021 | |
| ** 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 5 (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. | ||
