Patrick Whitesell - May 3, 2022 Form 4 Insider Report for Endeavor Group Holdings, Inc. (EDR)

Signature
/s/ Robert Hilton, Attorney-in-fact
Stock symbol
EDR
Transactions as of
May 3, 2022
Transactions value $
$0
Form type
4
Date filed
5/13/2022, 07:01 PM
Previous filing
Mar 24, 2022
Next filing
May 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EDR Class X Common Stock Disposed to Issuer $0 -116K -0.36% $0.00 31.9M May 3, 2022 See footnote F1, F2
transaction EDR Class Y Common Stock Disposed to Issuer $0 -116K -0.36% $0.00 31.9M May 3, 2022 See footnote F1, F2
holding EDR Class X Common Stock 8.93M May 3, 2022 Direct
holding EDR Class Y Common Stock 8.93M May 3, 2022 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EDR Endeavor Operating Company Units Other $0 -99.6K -0.35% $0.00 28.6M May 3, 2022 Class A Common Stock 99.6K See footnote F2, F3, F4
transaction EDR Profits Units Other $0 -16.4K -0.5% $0.00 3.29M May 3, 2022 Endeavor Operating Company Units 593 See footnote F2, F4, F5
holding EDR Endeavor Operating Company Units 2.97M May 3, 2022 Class A Common Stock 2.97M Direct F3
holding EDR Profits Units 5.96M May 3, 2022 Endeavor Operating Company Units 5.96M Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 relates to the redemption of common units and exchange of profits units issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to a former employee of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other 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").
F2 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 Ariel Emanuel.
F3 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.
F4 This Form 4 relates to the redemption of common units and exchange of profits units issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to a former employee of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. In connection with such redemption and exchange, Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC distributed OpCo Units and profits units of Endeavor Operating Company, LLC to the former employee in redemption of corresponding equity interests that such person held in Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer.
F5 Each profits unit of Endeavor Operating Company, LLC represents the right to receive a fractional number of OpCo Units and an equal number of paired shares of Class X Common Stock of the Issuer equal to the difference between the fair market value of the OpCo Units and the applicable grant price divided by the fair market value of a limited liability company unit at the time of redemption.