| 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 Endurance International Group Holdings, Inc. [ EIGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 05/17/2019 | X | 300 | A | $7.5 | 14,533,400 | D(1) | |||
| Common Stock | 05/17/2019 | X | 0 | A | $0 | 14,533,400 | I | See Footnote(1) | ||
| Common Stock | 11/12/2019 | X | 400 | A | $5 | 14,563,800 | D(1) | |||
| Common Stock | 11/12/2019 | X | 0 | A | $0 | 14,563,800 | I | See Footnote(1) | ||
| Common Stock | 11/13/2019 | X | 5,000 | A | $5 | 14,568,800 | D(1) | |||
| Common Stock | 11/13/2019 | X | 0 | A | $0 | 14,568,800 | I | See Footnote(1) | ||
| Common Stock | 11/15/2019 | X | 4,600 | A | $5 | 14,573,400 | D(1) | |||
| Common Stock | 11/15/2019 | X | 0 | A | $0 | 14,573,400 | I | See Footnote(1) | ||
| Common Stock | 02/04/2020 | P | 30,000 | A | $4.7891 | 14,603,400 | D(1) | |||
| Common Stock | 02/04/2020 | P | 0 | A | $0 | 14,603,400 | I | See Footnote(1) | ||
| Common Stock | 03/16/2020 | S | 2,825 | D | $2.155 | 14,600,575 | D | |||
| Common Stock | 03/16/2020 | S | 0 | D | $0 | 14,600,575 | I | See Footnote(1) | ||
| Common Stock | 03/16/2020 | S | 17,856 | D | $2.134 | 14,582,719 | D | |||
| Common Stock | 03/16/2020 | S | 0 | D | $0 | 14,582,719 | I | See Footnote(1) | ||
| Common Stock | 03/19/2020 | S | 5,000,000 | D | $1.49 | 9,582,719 | D(1) | |||
| Common Stock | 03/19/2020 | S | 0 | D | $0 | 9,582,719 | I | See Footnote(1) | ||
| 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 | ||||||||
| Put Option (Obligation to Buy) | $7.5 | 05/17/2019 | X | 300 | (2) | 05/17/2019 | Common Stock | 300 | $7.5 | 0 | D(1) | ||||
| Put Option (Obligation to Buy) | $7.5 | 05/17/2019 | X | 0 | (2) | 05/17/2019 | Common Stock | 0 | $0 | 0 | I | See Footnote(1) | |||
| Put Option (Obligation to Buy) | $5 | 11/12/2019 | X | 400 | (2) | 11/15/2019 | Common Stock | 400 | $5 | 29,600 | D(1) | ||||
| Put Option (Obligation to Buy) | $5 | 11/12/2019 | X | 0 | (2) | 11/15/2019 | Common Stock | 0 | $0 | 29,600 | I | See Footnote(1) | |||
| Put Option (Obligation to Buy) | $5 | 11/13/2019 | X | 5,000 | (2) | 11/15/2019 | Common Stock | 5,000 | $5 | 24,600 | D(1) | ||||
| Put Option (Obligation to Buy) | $5 | 11/13/2019 | X | 0 | (2) | 11/15/2019 | Common Stock | 0 | $0 | 24,600 | I | See Footnote(1) | |||
| Put Option (Obligation to Buy) | $5 | 11/15/2019 | X | 4,600 | (2) | 11/15/2019 | Common Stock | 4,600 | $5 | 25,000 | D(1) | ||||
| Put Option (Obligation to Buy) | $5 | 11/15/2019 | X | 0 | (2) | 11/15/2019 | Common Stock | 0 | $0 | 25,000 | I | See Footnote(1) | |||
| Call Option (Right to Buy) | $2.5 | (2) | 12/31/2020 | Common Stock | 1,000,000 | 1,000,000 | D(1) | ||||||||
| Call Option (Right to Buy) | $2.5 | (2) | 12/31/2020 | Common Stock | 0 | 1,000,000 | I | See Footnote(1) | |||||||
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. The reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd., a British Virgin Islands business company (the "Fund"), and may be deemed to be indirectly beneficially owned by Okumus Fund Management Ltd. ("Okumus Fund Management") as the investment manager of the Fund. The reported securities may also be deemed indirectly beneficially owned by Ahmet H. Okumus as President of Okumus Fund Management. Okumus Fund Management and Ahmet H. Okumus disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2. The option is currently exercisable. |
| Okumus Fund Management Ltd. By: /s/ Ahmet H. Okumus, President | 03/20/2020 | |
| Okumus Opportunistic Value Fund Ltd. By: /s/ Ahmet H. Okumus, Director | 03/20/2020 | |
| By: /s/ Ahmet H. Okumus | 03/20/2020 | |
| ** 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. | ||
