Filing Details
- Accession Number:
- 0000899243-23-018558
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-08-28 21:05:19
- Reporting Period:
- 2023-08-24
- Accepted Time:
- 2023-08-28 21:05:19
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1766363 | Endeavor Group Holdings Inc. | EDR | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1320234 | Ariel Emanuel | 9601 Wilshire Boulevard, 3Rd Floor Beverly Hills CA 90210 | Chief Executive Officer | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class X Common Stock | Disposition | 2023-08-24 | 150,000 | $0.00 | 28,936,292 | No | 4 | D | Indirect | See footnote |
| Class Y Common Stock | Disposition | 2023-08-24 | 150,000 | $0.00 | 28,936,292 | No | 4 | D | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-08-24 | 150,000 | $0.00 | 354,450 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2023-08-24 | 150,000 | $24.08 | 204,450 | No | 4 | S | Direct | |
| Class X Common Stock | Disposition | 2023-08-25 | 25,000 | $0.00 | 28,911,292 | No | 4 | D | Indirect | See footnote |
| Class Y Common Stock | Disposition | 2023-08-25 | 25,000 | $0.00 | 28,911,292 | No | 4 | D | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-08-25 | 25,000 | $0.00 | 229,450 | No | 4 | C | Direct | |
| Class A Common Stock | Acquisiton | 2023-08-25 | 25,000 | $24.07 | 204,450 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2023-08-25 | 146,634 | $0.00 | 351,084 | No | 4 | A | Direct | |
| Class X Common Stock | Disposition | 2023-08-28 | 165,000 | $0.00 | 28,746,292 | No | 4 | D | Indirect | See footnote |
| Class Y Common Stock | Disposition | 2023-08-28 | 165,000 | $0.00 | 28,746,292 | No | 4 | D | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-08-28 | 165,000 | $0.00 | 516,084 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2023-08-28 | 236,487 | $24.09 | 279,597 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | D | Indirect | See footnote |
| No | 4 | D | Indirect | See footnote |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | D | Indirect | See footnote |
| No | 4 | D | Indirect | See footnote |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | A | Direct | |
| No | 4 | D | Indirect | See footnote |
| No | 4 | D | Indirect | See footnote |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Endeavor Operating Company Units | Disposition | 2023-08-24 | 150,000 | $0.00 | 150,000 | $0.00 |
| Class A Common Stock | Endeavor Operating Company Units | Disposition | 2023-08-25 | 25,000 | $0.00 | 25,000 | $0.00 |
| Class A Common Stock | Endeavor Operating Company Units | Disposition | 2023-08-28 | 165,000 | $0.00 | 165,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 25,643,110 | No | 4 | C | Indirect | ||
| 25,618,110 | No | 4 | C | Indirect | ||
| 25,453,110 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 1,551,650 | Indirect | By The Ariel Z. Emanuel Living Trust |
| Class X Common Stock | 10,153,217 | Direct | |
| Class Y Common Stock | 10,153,217 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Endeavor Operating Company Units | $0.00 | 4,193,328 | 4,193,328 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 4,193,328 | 4,193,328 | Direct |
Footnotes
- This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to the Reporting Person in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. The disposition in Table I reflects the cancellation for no consideration of a number of shares of Class X Common Stock and Class Y Common Stock upon the exchange of an equal number of limited liability company units ("OpCo Units") of Endeavor Operating Company, LLC ("OpCo").
- Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by a board of directors composed of the Reporting Person and Patrick Whitesell.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.96 to $24.30. 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.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.17. 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.
- Represents a grant of fully-vested restricted stock units ("RSUs"), which was made by the Issuer to the Reporting Person in connection with OpCo imposing a limitation on the tax distributions that otherwise would have been payable by OpCo to its members that resulted in the Reporting Person, in its capacity as a member of EOC, not receiving tax distributions from OpCo sufficient to cover the estimated amount of tax attributable to the Reporting Person's interest in OpCo (determined in a manner consistent with the operating agreement of OpCo). Each RSU represents one share of the Issuer's Class A Common Stock.
- Includes 71,487 shares of Class A Common Stock that were sold automatically to cover taxes in connection with the vesting of the RSUs, pursuant to the award agreement.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.01 to $24.19.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.
- OpCo Units are exchangeable by the holder on a 1-for-1 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.
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