William K. Fullerton Form 4 Endeavor / William K. Fullerton 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^*

Fullerton William K.

(Last) (First) (Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Global Controller and CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	01/03/2023		M		25,918	A	$0.00	81,388	D
Class A Common Stock	01/03/2023		S(1)		13,853	D	$21.6205(2)	67,535	D

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
Restricted Stock Unit	(3)	01/03/2023		M			8,026	12/31/2022	12/31/2022	Class A Common Stock	8,026	$0.00	0	D
Restricted Stock Unit	(3)	01/03/2023		M			1,779	(4)	(4)	Class A Common Stock	1,779	$0.00	5,337	D
Restricted Stock Unit	(3)	01/03/2023		M			16,113	(5)	(5)	Class A Common Stock	16,113	$0.00	32,227	D

Explanation of Responses:

1. Represents shares automatically sold to cover taxes and fees in connection with the settlement of certain restricted stock unit awards in accordance with the terms of such awards.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.1831 to $21.89. The reporting person undertakes to provide 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.

3. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.

4. The remaining service-based requirement will be satisfied on or about December 31, 2023. The remaining performance-based requirement will be satisfied upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds each of the following share price thresholds: $35.13, $38.64 and $42.50.

5. The remaining restricted stock units will be settled in shares of Class A Common Stock in two equal installments beginning on or about December 31, 2023.

Remarks:

	/s/ Robert Hilton, Attorney-in-fact	01/05/2023
	** 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).
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