Dwayne D. Johnson Form 3 TKO / Dwayne D. Johnson ownership change

SEC Form 3

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^*

Johnson Dwayne D.

(Last) (First) (Middle)

C/O TKO GROUP HOLDINGS, INC.

200 FIFTH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2024

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

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

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

5. 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 Beneficially Owned
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(1)(2)	96,558	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Unit(2)	(3)	(3)	Class A Common Stock	193,115	0.00	D
Restricted Stock Unit(2)	(4)	(4)	Class A Common Stock	96,558	0.00	D

Explanation of Responses:

1. Represents 96,558 restricted stock units (each, an "RSU") that vested on January 22, 2024.

2. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.

3. One half of these RSUs will vest on December 31, 2024, and the remaining portion of the RSUs will vest in twelve equal monthly installments on the last day of the month for the period from January 31, 2025 through December 31, 2025. These RSUs are subject to potential acceleration or forfeiture in accordance with the terms of that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, dated as of January 22, 2024, between the Issuer and the Reporting Person (the "Award Agreement").

4. These RSUs will vest upon completion of certain services described in that Independent Services Contractor and Merchandising Agreement, dated as of January 22, 2024, between the Reporting Person and World Wrestling Entertainment, LLC, and are subject to potential acceleration or forfeiture in accordance with the terms of the Award Agreement.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Robert Hilton, Attorney-in-Fact	01/23/2024
	** 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).
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