Sec Form 3 Filing - CANADA PENSION PLAN INVESTMENT BOARD @ Endeavor Group Holdings, Inc. - 2021-04-29

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
CANADA PENSION PLAN INVESTMENT BOARD
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)
ONE QUEEN STREET EAST, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2021
(Street)
TORONTO, A6M5C 2W5
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 A Common Stock 21,038,712 I See Footnote ( 1 )
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
CANADA PENSION PLAN INVESTMENT BOARD
ONE QUEEN STREET EAST, SUITE 2500
TORONTO, A6M5C 2W5
See Remarks
Signatures
/s/ Kathryn J. Daniels, Managing Director, Head of Compliance, Canada Pension Plan Investment Board 04/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are directly owned by CPP Investment Board (USRE III) Inc. ("USRE III"), a wholly-owned subsidiary of the reporting person.

Remarks:
USRE III is party to a Stockholders Agreement, dated as of April 28, 2021, by and among certain executive stockholders of the issuer, certain entities affiliated with Silver Lake Group, L.L.C., Jasmine Ventures Pte. Ltd. and certain other stockholders of the issuer (collectively with USRE III, the "Stockholders") and the issuer, pursuant to which USRE III agreed, among other things, with the issuer to vote its shares of the issuer's Class A Common Stock in favor of certain individuals designated by certain other Stockholders to the issuer's board of directors. As a result of such Stockholders Agreement, the reporting person 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 ("Rule 13d-5") with the other Stockholders. The Stockholders beneficially own, in the aggregate, more than 50% of the outstanding shares of Class A Common Stock of the issuer and more than 50% of the voting power for the election of directors of the issuer, and the reporting person is filing this Form 3 out of an abundance of caution. The reporting person disclaims beneficial ownership of any securities of the issuer owned by any member of the Group, other than the securities reported in Table 1 of this Form 3, and disclaims being part of a Rule 13d-5 "group" with the Stockholders (excluding USRE III).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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