Sec Form 3 Filing - GIC Private Ltd @ Endeavor Group Holdings, Inc. - 2021-04-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
GIC Private Ltd
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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
168 ROBINSON ROAD, #37-01 CAPITAL TOWER
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2021
(Street)
SINGAPORE, U0068912
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 A Common Stock 21,038,712 I See Footnotes ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GIC Private Ltd
168 ROBINSON ROAD
#37-01 CAPITAL TOWER
SINGAPORE, U0068912
See Remarks
GIC Special Investments Pte Ltd
168 ROBINSON ROAD
#37-01 CAPITAL TOWER
SINGAPORE, U0068912
See Remarks
JASMINE VENTURES PTE. LTD.
168 ROBINSON ROAD
#37-01 CAPITAL TOWER
SINGAPORE, U0068912
See Remarks
Signatures
GIC Private Ltd, By: /s/ Celine Loh Sze Ling, Name: Celine Loh Sze Ling, Title: Senior Vice President, By: /s/ Diane Liang, Name: Diane Liang, Title: Senior Vice President 04/29/2021
Signature of Reporting Person Date
GIC Special Investments Pte Ltd, By: /s/ Chan Hoe Yin, Name: Chan Hoe Yin, Title: Director 04/29/2021
Signature of Reporting Person Date
Jasmine Ventures Pte Ltd, By: /s/ Ankur Meattle, Name: Ankur Meattle, Title: Director 04/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are owned directly by Jasmine Ventures Pte Ltd ("Jasmine"). Jasmine is controlled and managed by GIC Special Investments Pte Ltd ("GIC SI"), which in turn is a wholly-owned subsidiary of GIC Private Ltd ("GIC," and with Jasmine and GIC SI, each a "Reporting Person"). As such, each of Jasmine, GIC SI and GIC may be deemed to share the power to vote and the power to dispose of these securities.
( 2 )Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
Jasmine is party to the Stockholders Agreement dated as of April 28, 2021, by and among certain executive equityholders of the Issuer, certain entities affiliated with Silver Lake Group, L.L.C., CPP Investment Board (USRE III) Inc. and other equityholders of the Issuer (collectively with Jasmine, the "Stockholders") and the Issuer. By virtue of Jasmine being a party to the Stockholders Agreement, Jasmine may be deemed to be a member of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the other Stockholders. The Stockholders hold, in the aggregate, more than 50% of the Issuer's Class A Common Stock, and more than 50% of the voting power for the election of directors of the Issuer. Accordingly, the Reporting Persons are filing this Form 3 out of an abundance of caution. The share ownership reported herein as beneficially owned by Jasmine does not include any securities of the Issuer beneficially owned by the other Stockholders, and each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the other Stockholders and disclaims being part of a Rule 13d-5 "group" with the other Stockholders.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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