Sec Form 4 Filing - Endeavor Executive Holdco, LLC @ Endeavor Group Holdings, Inc. - 2022-05-17

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
Endeavor Executive Holdco, LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2022
(Street)
BEVERLY HILLS, CA90210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/17/2022 D( 1 ) 297,797 D $ 0 31,601,732 D
Class Y Common Stock 05/17/2022 D( 1 ) 297,797 D $ 0 31,601,732 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 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
Endeavor Operating Company Units ( 2 ) 05/17/2022 J( 3 ) 297,797 ( 2 ) ( 2 ) Class A Common Stock 297,797 $ 0 28,311,832 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Endeavor Executive Holdco, LLC
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X
Endeavor Executive PIU Holdco, LLC
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X
Endeavor Executive II Holdco, LLC
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X
Signatures
Endeavor Executive Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager 05/19/2022
Signature of Reporting Person Date
Endeavor Executive PIU Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager 05/19/2022
Signature of Reporting Person Date
Endeavor Executive II Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager 05/19/2022
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 PIU Holdco, LLC to a non-executive employee of the Issuer or its subsidiaries in accordance with the limited liability company agreement of Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Persons or any 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 )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.
( 3 )This Form 4 relates to the redemption of common units issued by Endeavor Executive PIU Holdco, LLC to a non-executive employee of the Issuer or its subsidiaries in accordance with the limited liability company agreement of Endeavor Executive PIU Holdco, LLC. In connection with such redemption and exchange, Endeavor Endeavor Executive PIU Holdco, LLC distributed OpCo Units and profits units of Endeavor Operating Company, LLC to the non-executive employee in redemption of corresponding equity interests that such person held in Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Persons or any executive officer or director of the Issuer.

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