Endeavor (EDR) Form 4 TKO / Patrick Whitesell 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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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^*

Whitesell Patrick

(Last) (First) (Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [ TKO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024

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	12/11/2024		P		30,152	A	$142(1)	1,673,122	I	By WME IMG, LLC(2)
Class A Common Stock	12/11/2024		P		1,200	A	$142.7(3)	1,674,322	I	By WME IMG, LLC(2)
Class A Common Stock	12/12/2024		P		24,550	A	$143.4(4)	1,698,872	I	By WME IMG, LLC(2)
Class A Common Stock	12/12/2024		P		35,658	A	$143.95(5)	1,734,530	I	By WME IMG, LLC(2)
Class A Common Stock	12/13/2024		P		20,303	A	$141.98(6)	1,754,833	I	By WME IMG, LLC(2)
Class A Common Stock	12/13/2024		P		70,122	A	$142.57(7)	1,824,955	I	By WME IMG, LLC(2)
Class A Common Stock	12/13/2024		P		75	A	$143.65(8)	1,825,030	I	By WME IMG, LLC(2)
Class A Common Stock	12/13/2024		P		155,387	A	$142.46(9)	155,387	I	By Endeavor Operating Company, LLC(10)

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

1. Name and Address of Reporting Person^*

Whitesell Patrick

(Last) (First) (Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Endeavor Group Holdings, Inc.

(Last) (First) (Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $141.62 to $142.61 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. This Form 4 relates to the purchase of shares by WME IMG, LLC. None of the transactions herein involve a purchase of Class A Common Stock by the Reporting Persons. WME IMG, LLC is an indirect wholly owned subsidiary of Endeavor Group Holdings, Inc. ("EGH"). Mr. Whitesell is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.62 to $142.82 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.65 to $143.64 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $143.65 to $144.40 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $141.31 to $142.30 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.31 to $143.30 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $143.31 to $143.74 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $141.95 to $142.82 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. This Form 4 relates to the purchase of shares by Endeavor Operating Company, LLC ("EOC"). None of the transactions herein involve a purchase of Class A Common Stock by the Reporting Persons. EGH is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. Mr. Whitesell is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

	/s/ Robert Hilton, Attorney-in-fact	12/13/2024
	/s/ Endeavor Group Holdings, Inc., By: /s/ Robert Hilton, Attorney-in-fact for Patrick Whitesell, Executive Chairman	12/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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