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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| 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) 05/03/2021 | ||||||||||||||||||||||||||
| 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 | 3,830,911 | A | $24(1) | 3,830,911 | I | Held through Silver Lake Partners VI DE (AIV), L.P.(6)(20) | ||
| Class A Common Stock | 05/03/2021 | A | 306,589 | A | $24(1) | 306,589 | I | Held through Silver Lake Technology Investors VI, L.P.(7)(20) | ||
| Class A Common Stock | 05/03/2021 | A | 89,341 | A | $24(1) | 9,485,459 | I | Held through SLP West Holdings Co-Invest Feeder II, L.P.(8)(20) | ||
| Class A Common Stock | 05/03/2021 | A | 367,668 | A | $24(1) | 367,668 | I | Held through SLP West Holdings Co-Invest, L.P.(9)(20) | ||
| Class A Common Stock | 05/03/2021 | A | 127,826 | A | $24(1) | 127,826 | I | Held through SLP West Holdings Co-Invest II, L.P.(10)(20) | ||
| Class A Common Stock | 05/03/2021 | A | 32,286,295 | A | (2) | 32,286,295 | I | Held through SLP IV Basquiat Feeder I, L.P.(11)(20) | ||
| Class A Common Stock | 04/28/2021 | A | 9,396,118 | A | (3) | 9,396,118 | I | Held through SLP West Holdings Co-Invest Feeder II, L.P.(8)(20) | ||
| Class A Common Stock | 04/28/2021 | A | 27,830,244 | A | (3) | 27,830,244 | I | Held through SLP IV West Feeder I, L.P.(12)(20) | ||
| Class A Common Stock | 04/28/2021 | A | 17,741,490 | A | (3) | 17,741,490 | I | Held through SL SPV-1 Feeder I, L.P.(13)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 9,396,118 | A | (3) | 9,396,118 | I | Held through SLP West Holdings Co-Invest Feeder II, L.P.(8)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 27,830,244 | A | (3) | 27,830,244 | I | Held through SLP IV West Feeder I, L.P.(12)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 17,741,490 | A | (3) | 17,741,490 | I | Held through SL SPV-1 Feeder I, L.P.(13)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 13,227,774 | A | (4) | 13,227,774 | I | Held through SLP West Holdings, L.L.C.(14)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 21,284,084 | A | (4) | 21,284,084 | I | Held through SLP West Holdings II, L.L.C.(15)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 3,378,939 | A | (4) | 3,378,939 | I | Held through SLP West Holdings III, L.P.(16)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 1,166,346 | A | (4) | 1,166,346 | I | Held through SLP West Holdings IV, L.P.(17)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 7,467,906 | A | (4) | 7,467,906 | I | Held through SLP West Holdings Co-Invest, L.P.(9)(20) | ||
| Class Y Common Stock(21) | 04/28/2021 | A | 9,565,989 | A | (4) | 9,565,989 | I | Held through SLP West Holdings Co-Invest II, L.P.(10)(20) | ||
| Class Y Common Stock(21) | 05/03/2021 | A | 32,286,295 | A | (2) | 32,286,295 | I | Held through SLP IV Basquiat Feeder I, L.P.(11)(20) | ||
| Class Y Common Stock(21) | 05/03/2021 | A | 25,055,370 | A | (5) | 25,055,370 | I | Held through Silver Lake Partners IV DE (AIV III), L.P.(18)(20) | ||
| Class Y Common Stock(21) | 05/03/2021 | A | 991,666 | A | (5) | 991,666 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P.(19)(20) | ||
| Class X Common Stock(22) | 04/28/2021 | A | 13,227,774 | A | (4) | 13,227,774 | I | Held through SLP West Holdings, L.L.C.(14)(20) | ||
| Class X Common Stock(22) | 04/28/2021 | A | 21,284,084 | A | (4) | 21,284,084 | I | Held through SLP West Holdings II, L.L.C.(15)(20) | ||
| Class X Common Stock(22) | 04/28/2021 | A | 3,378,939 | A | (4) | 3,378,939 | I | Held through SLP West Holdings III, L.P.(16)(20) | ||
| Class X Common Stock(22) | 04/28/2021 | A | 1,166,346 | A | (4) | 1,166,346 | I | Held through SLP West Holdings IV, L.P.(17)(20) | ||
| Class X Common Stock(22) | 04/28/2021 | A | 7,467,906 | A | (4) | 7,467,906 | I | Held through SLP West Holdings Co-Invest, L.P.(9)(20) | ||
| Class X Common Stock(22) | 04/28/2021 | A | 9,565,989 | A | (4) | 9,565,989 | I | Held through SLP West Holdings Co-Invest II, L.P.(10)(20) | ||
| 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 | ||||||||
| Units of Endeavor Operating Company(23) | (23) | 04/28/2021 | A | 25,055,370 | (23) | (23) | Class A Common Stock | 25,055,370 | (5) | 25,055,370 | I | Held through Silver Lake Partners IV DE (AIV III), L.P.(18)(20) | |||
| Units of Endeavor Operating Company(23) | (23) | 04/28/2021 | A | 991,666 | (23) | (23) | Class A Common Stock | 991,666 | (5) | 991,666 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P.(19)(20) | |||
| Units of Endeavor Operating Company(23) | (23) | (23) | (23) | Class A Common Stock | 13,227,774 | 13,227,774 | I | Held through SLP West Holdings, L.L.C.(14)(20) | |||||||
| Units of Endeavor Operating Company(23) | (23) | (23) | (23) | Class A Common Stock | 21,284,084 | 21,284,084 | I | Held through SLP West Holdings II, L.L.C.(15)(20) | |||||||
| Units of Endeavor Operating Company(23) | (23) | (23) | (23) | Class A Common Stock | 3,378,939 | 3,378,939 | I | Held through SLP West Holdings III, L.P.(16)(20) | |||||||
| Units of Endeavor Operating Company(23) | (23) | (23) | (23) | Class A Common Stock | 1,166,346 | 1,166,346 | I | Held through SLP West Holdings IV, L.P.(17)(20) | |||||||
| Units of Endeavor Operating Company(23) | (23) | (23) | (23) | Class A Common Stock | 7,467,906 | 7,467,906 | I | Held through SLP West Holdings Co-Invest, L.P.(9)(20) | |||||||
| Units of Endeavor Operating Company(23) | (23) | (23) | (23) | Class A Common Stock | 9,565,989 | 9,565,989 | I | Held through SLP West Holdings Co-Invest II, L.P.(10)(20) | |||||||
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. Represents shares of Class A common stock purchased pursuant to a private placement in connection with the initial public offering of Endeavor Group Holdings, Inc. (the "Issuer"). |
| 2. 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") |
| 3. Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, pursuant to which certain affiliates of the Reporting Persons merged with and into subsidiaries of the Issuer and the holder received securities of the Issuer in return for the previous indirect ownership of equity interests in Endeavor Operating Company, LLC. The number of shares of Class Y common stock and Class A common stock issued in the mergers was determined based on a hypothetical liquidation of Endeavor Operating Company, LLC using the initial public offering price per share of the Issuer's Class A common stock in the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Persons. |
| 4. Represents securities pursuant to subscription agreements with the Issuer, for par value, in connection with the Issuer's reorganization in connection with its initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Persons. |
| 5. Represents securities received in connection with the Issuer's purchase of the holder's interests in UFC Parent in connection with the UFC Buyout. |
| 6. These securities are directly held by Silver Lake Partners VI DE (AIV), L.P. 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"). |
| 7. These securities are directly held by Silver Lake Technology Investors VI, L.P. The general partner of Silver Lake Technology Investors VI, L.P. is SLTA VI. The general partner of SLTA VI is SLTA VI GP. |
| 8. 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"). |
| 9. 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"). |
| 10. 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. |
| 11. These securities are directly held by SLP IV Basquiat Feeder I, L.P. The general partner of SLP IV Basquiat 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"). |
| 12. 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 SLTA IV. The general partner of SLTA IV is SLTA IV GP. |
| 13. 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"). |
| 14. 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. |
| 15. 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. |
| 16. 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. |
| 17. 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. |
| 18. These securities are directly held by Silver Lake Partners IV DE (AIV III), L.P. 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. |
| 19. These securities are directly held by Silver Lake Technology Investors IV (Delaware II), L.P. 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. |
| 20. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP, SLTA IV GP, SLTA VI GP, SPV GP and SLP Co-Invest GP. Egon Durban serves as a director of Endeavor Group Holdings, Inc. (the "Issuer") and is a Co-CEO and Managing Memberof 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. |
| 21. 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. |
| 22. 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. Each share of Class X common stock will be automatically redeemed upon the exchange by the holder of paired limited liability company units of Endeavor Operating Company, LLC as described further below. In future Section 16 filings, these shares of Class X common stock will be reported in Table II as a component of a Unit of Endeavor Operating Company, as further described below. |
| 23. 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"). 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. |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C. | 05/05/2021 | |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. | 05/05/2021 | |
| By: /s/ Egon Durban, Co-CEO 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. | 05/05/2021 | |
| EGON DURBAN: /s/ Egon Durban | 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. | ||