Sec Form 4 Filing - Endeavor Executive Holdco, LLC @ Endeavor Group Holdings, Inc. - 2025-03-24

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)
03/24/2025
(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
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
Units of Executive Holdco ( 1 ) ( 2 ) ( 3 ) 03/24/2025 C 6,097,277 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Units of Endeavor Operating Company 6,097,277 ( 1 ) ( 2 ) ( 3 ) 18,127,672 D
Endeavor Operating Company Units ( 1 ) ( 2 ) ( 3 ) 03/24/2025 C 6,097,277 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 6,097,277 ( 1 ) ( 2 ) ( 3 ) 6,097,277 D
Endeavor Operating Company Units ( 4 ) 03/24/2025 D 6,097,277 ( 4 ) ( 4 ) Class A Common Stock 6,097,277 ( 4 ) 0 D
Profits Units ( 5 ) 03/24/2025 D 211,757 ( 5 ) ( 5 ) Endeavor Operating Company Units 211,757 ( 5 ) 2,549,036 D
Profits Units ( 6 ) 03/24/2025 D 468,431 ( 6 ) ( 6 ) Endeavor Operating Company Units 468,431 ( 6 ) 0 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 03/26/2025
Signature of Reporting Person Date
Endeavor Executive PIU Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Mark Shapiro, Manager 03/26/2025
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 03/26/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger, dated April 2, 2024 (the "Merger Agreement") by and among the Issuer, Endeavor Manager, LLC ("Manager), Endeavor Operating Company, LLC ("OpCo"), Endeavor Executive Holdco, LLC ("Executive Holdco"), Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC ("PIU Holdco"), Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. ("Holdco Parent"), Wildcat PubCo Merger Sub, Inc., ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C ("Manager Merger Sub"), and Wildcat OpCo Merger Sub, L.L.C. ("OpCo Merger Sub"), (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving the merger (the "OpCo Merger"),
( 2 )(continued) (b) immediately following the OpCo Merger, Manager Merger Sub merged with and into Manager, with Manager surviving the merger, wholly owned by the Issuer (the "Manager Merger") and (c) immediately following the Manager Merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger"), collectively owned, directly or indirectly, by Holdco Parent and certain other entities as described in the Merger Agreement (the "Effective Time"). At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share, and Class Y common stock, par value $0.00001 per share, outstanding immediately prior to the effective time of the Merger, was cancelled for no consideration. Immediately prior to the effective time of the OpCo Merger,
( 3 )(continued) 4,256,098 limited liability company units of Executive Holdco and 1,841,179 limited liability company units of PIU Holdco were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis.
( 4 )At the effective time of the OpCo Merger, each outstanding limited liability company unit of OpCo ("OpCo Units"), subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Units.
( 5 )At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $16.54 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units.
( 6 )At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $23.16 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units.

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