Sec Form 4 Filing - Emanuel Ariel @ Endeavor Group Holdings, Inc. - 2023-08-24

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) 08/24/2023 (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 08/24/2023 D( 1 ) 150,000 D $ 0 28,936,292 I See footnote ( 2 ) Class Y Common Stock 08/24/2023 D( 1 ) 150,000 D $ 0 28,936,292 I See footnote ( 2 ) Class A Common Stock 08/24/2023 C 150,000 A $ 0 354,450 D Class A Common Stock 08/24/2023 S 150,000 D $ 24.0787 ( 3 ) 204,450 D Class X Common Stock 08/25/2023 D( 1 ) 25,000 D $ 0 28,911,292 I See footnote ( 2 ) Class Y Common Stock 08/25/2023 D( 1 ) 25,000 D $ 0 28,911,292 I See footnote ( 2 ) Class A Common Stock 08/25/2023 C 25,000 A $ 0 229,450 D Class A Common Stock 08/25/2023 S 25,000 A $ 24.0698 ( 4 ) 204,450 D Class A Common Stock 08/25/2023 A( 5 ) 146,634 A $ 0 351,084 D Class X Common Stock 08/28/2023 D( 1 ) 165,000 D $ 0 28,746,292 I See footnote ( 2 ) Class Y Common Stock 08/28/2023 D( 1 ) 165,000 D $ 0 28,746,292 I See footnote ( 2 ) Class A Common Stock 08/28/2023 C 165,000 D $ 0 516,084 D Class A Common Stock 08/28/2023 S 236,487 ( 6 ) D $ 24.0901 ( 7 ) 279,597 D Class A Common Stock 1,551,650 I By The Ariel Z. Emanuel Living Trust Class X Common Stock 10,153,217 D Class Y Common Stock 10,153,217 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 ( 8 ) 08/24/2023 C 150,000 ( 8 ) ( 8 ) Class A Common Stock 150,000 $ 0 25,643,110 I See footnote ( 2 ) Endeavor Operating Company Units ( 8 ) 08/25/2023 C 25,000 ( 8 ) ( 8 ) Class A Common Stock 25,000 $ 0 25 ,618,110 I See footnote ( 2 ) Endeavor Operating Company Units ( 8 ) 08/28/2023 C 165,000 ( 8 ) ( 8 ) Class A Common Stock 165,000 $ 0 25,453,110 I See footnote ( 2 ) Endeavor Operating Company Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 4,193,328 4,193,328 D

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 08/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 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 Patrick Whitesell. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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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