Sec Form 4 Filing - Whitesell Patrick @ Endeavor Group Holdings, Inc. - 2022-05-03

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
Whitesell Patrick
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)
Executive Chairman
(Last) (First) (Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/03/2022
(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 05/03/2022 D( 1 ) 115,949 D $ 0 31,899,529 I See footnote( 2 )
Class Y Common Stock 05/03/2022 D( 1 ) 115,949 D $ 0 31,899,529 I See footnote( 2 )
Class X Common Stock 8,928,168 D
Class Y Common Stock 8,928,168 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 (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 Se curity: 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
Endeavor Operating Company Units ( 3 ) 05/03/2022 J( 4 ) 99,550 ( 3 ) ( 3 ) Class A Common Stock 99,550 $ 0 28,609,629 I See footnote( 2 )
Profits Units ( 5 ) 05/03/2022 J( 4 ) 16,399 ( 5 ) ( 5 ) Endeavor Operating Company Units 593 $ 0 3,289,900 I See footnote( 2 )
Endeavor Operating Company Units ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 2,968,279 2,968,279 D
Profits Units ( 5 ) ( 5 ) ( 5 ) Endeavor Operating Company Units 5,959,889( 5 ) 5,959,889 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whitesell Patrick
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X X Executive Chairman
Signatures
/s/ Robert Hilton, Attorney-in-fact 05/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 relates to the redemption of common units and exchange of profits units issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to a former employee of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer. 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 of Endeavor Operating Company, LLC ("OpCo Units").
( 2 )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 Ariel Emanuel.
( 3 )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.
( 4 )This Form 4 relates to the redemption of common units and exchange of profits units issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to a former employee of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. In connection with such redemption and exchange, Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC distributed OpCo Units and profits units of Endeavor Operating Company, LLC to the former employee in redemption of corresponding equity interests that such person held in Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer.
( 5 )Each profits unit of Endeavor Operating Company, LLC represents the right to receive a fractional number of OpCo Units 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 OpCo Units and the applicable grant price divided by the fair market value of a limited liability company unit at the time of redemption.

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