Sec Form 4 Filing - Emanuel Ariel @ Endeavor Group Holdings, Inc. - 2021-04-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Emanuel Ariel
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2021
(Street)
BEVERLY HILLS, CA90210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 X Common Stock ( 1 ) 04/28/2021 A 5,959,889 A 5,959,889 ( 3 ) D
Class Y Common Stock ( 4 ) 04/28/2021 A 5,959,889 A 5,959,889 ( 3 ) D
Class X Common Stock ( 1 ) 04/28/2021 A 27,083,707 A 27,083,707 ( 3 ) I See footnote ( 5 )
Class Y Common Stock ( 4 ) 04/28/2021 A 27,083,707 A 27,083,707 ( 3 ) I See footnote ( 5 )
Class A Common Stock 05/03/2021 A 951,389 ( 6 ) A $ 0 951,389 D
Class X Common Stock ( 1 ) 05/03/2021 A 4,193,328 A 10,153,217 ( 3 ) D
Class Y Common Stock ( 4 ) 05/03/2021 A 4,193,328 A 10,153,217 ( 3 ) D
Class X Common Stock ( 1 ) 05/03/2021 A 5,451,332 A 32,535,039 ( 3 ) I See footnote ( 5 )
Class Y Common Stock ( 4 ) 05/03/2021 A 5,451,332 A 32,535,039 ( 3 ) I See footnote ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Profits Units ( 8 ) 04/28/2021 A 5,959,889 ( 9 ) ( 9 ) Units of Endeavor Operating Company 5,959,889 ( 2 ) 5,959,889 D
Units of Endeavor Operating Company ( 10 ) 04/28/2021 A 27,083,707 ( 10 ) ( 10 ) Class A Common Stock 27,083,707 ( 2 ) 27,083,707 ( 3 ) I See footnote ( 5 )
Restricted Stock Unit ( 11 ) 05/03/2021 A 1,104,167 ( 12 ) ( 12 ) Class A Common Stock 1,104,167 $ 0 1,104,167 D
Restricted Stock Unit ( 11 ) 05/03/2021 A 1,902,779 ( 13 ) ( 13 ) Class A Common Stock 1,902,779 $ 0 1,902,779 D
Units of Endeavor Operating Company ( 10 ) 05/03/2021 A 4,193,328 ( 10 ) ( 10 ) Class A Common Stock 4,193,328 ( 7 ) 4,193,328 ( 3 ) D
Units of Endeavor Operating Company ( 10 ) 05/03/2021 A 5,451,332 ( 10 ) ( 10 ) Class A Common Stock 5,451,332 ( 7 ) 32,535,039 ( 3 ) I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Emanuel Ariel
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X X Chief Executive Officer
Signatures
/s/ Robert Hilton, Attorney-in-fact 05/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class X Common Stock of the Issuer have no economic rights and entitiles its holder to one vote per share. The Issuer's Class X Common Stock will automatically be cancelled for no consideration upon the receipt of a share of the Issuer's Class A Common Stock issued as a result of a redemption of limited liability company units of Endeavor Operating Company, LLC.
( 2 )Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person.
( 3 )The Reporting Person's Form 3 inadvertently included as beneficially owned the securities acquired pursuant to the UFC Buyout (as defined below), which are correctly reported in this Form 4.
( 4 )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 cancelled/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.
( 5 )Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by an executive committee composed of the Reporting Person and Patrick Whitesell.
( 6 )Represents a portion of restricted stock units that vested on May 3, 2021.
( 7 )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").
( 8 )Each profits unit represents the right to receive a fractional number of limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer equal to the difference between the fair market value of the limited liability company units of Endeavor Operating Company, LLC and $23.16 divided by the fair market value of a limited liability company unit at the time of redemption, provided that, in limited circumstance, the profits units will be redeemable for less than the foregoing in the event the fair market value of a limited liability company unit of Endeavor Operating Company, LLC at the time of redemption does not exceed (and prior to the time of redemption has not exceeded) $25.10.
( 9 )The profits units are fully vested.
( 10 )Represents 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 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.Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person.
( 11 )Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.
( 12 )The restricted stock units will be settled in shares of Class A Common Stock as to 929,825 of the underlying shares upon achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds $28.50 (the "Initial Vesting"). The remaining restricted stock units will vest as to the underlying shares equal to $26,500,000 divided by the then-achieved price per share of Class A Common Stock of each price increase of $4.50 above the Initial Vesting price trigger.
( 13 )The restricted stock units vest in two equal annual installments beginning on May 3, 2022.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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