Jason Lublin - 12 Sep 2022 Form 4 Insider Report for Endeavor Group Holdings, Inc.

Role
Chief Financial Officer
Signature
/s/ Robert Hilton, Attorney-in-fact
Issuer symbol
N/A
Transactions as of
12 Sep 2022
Net transactions value
-$2,189,001
Form type
4
Filing time
14 Sep 2022, 19:00:18 UTC
Previous filing
06 May 2022
Next filing
17 Nov 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EDR Class X Common Stock Conversion of derivative security $0 +56,525 +13% $0.000000 500,349 12 Sep 2022 Direct
transaction EDR Class X Common Stock Disposed to Issuer $0 -56,525 -11% $0.000000 443,824 12 Sep 2022 Direct F1
transaction EDR Class A Common Stock Conversion of derivative security $0 +56,525 +122% $0.000000 103,035 12 Sep 2022 Direct
transaction EDR Class A Common Stock Sale $1,442,365 -56,525 -55% $25.52 46,510 12 Sep 2022 Direct F1, F2
transaction EDR Class X Common Stock Conversion of derivative security $0 +29,725 +6.7% $0.000000 473,549 14 Sep 2022 Direct
transaction EDR Class X Common Stock Disposed to Issuer $0 -29,725 -6.3% $0.000000 443,824 14 Sep 2022 Direct F1
transaction EDR Class A Common Stock Conversion of derivative security $0 +29,725 +64% $0.000000 76,235 14 Sep 2022 Direct
transaction EDR Class A Common Stock Sale $746,636 -29,725 -39% $25.12 46,510 14 Sep 2022 Direct F1, F3

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 Units of Executive Holdco Conversion of derivative security $0 -56,525 -2.5% $0.000000 2,166,325 12 Sep 2022 Units of Endeavor Operating Company 56,525 Direct F4, F6
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 +56,525 +13% $0.000000 500,349 12 Sep 2022 Class A Common Stock 56,525 Direct F5
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 -56,525 -11% $0.000000 443,824 12 Sep 2022 Class A Common Stock 56,525 Direct F5
transaction EDR Units of Executive Holdco Conversion of derivative security $0 -29,725 -1.4% $0.000000 2,136,600 14 Sep 2022 Units of Endeavor Operating Company 29,725 Direct F4
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 +29,725 +6.7% $0.000000 473,549 14 Sep 2022 Class A Common Stock 29,725 Direct F5
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 -29,725 -6.3% $0.000000 443,824 14 Sep 2022 Class A Common Stock 29,725 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 sales and redemption that were effected pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Such redemption involved an exchange of common units issued by Endeavor Executive Holdco, LLC for an equal number of limited liability company units of Endeavor Operating Company, LLC ("OpCo Units") and paired shares of Class X Common Stock of the Issuer, and subsequently an exchange of such OpCo Units and shares of Class X Common Stock for an equal number of shares of Class A Common Stock. The disposition of Class X Common Stock reported reflects the cancellation for no consideration of a number of shares of Class X Common Stock upon the exchange of an equal number of OpCo Units.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.20 to $26.07. 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.955 to $25.265. 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.
F4 Each of the units is exchangeable on a 1-for-1 basis for OpCo Units and an equal number of paired shares of Class X Common Stock of the Issuer.
F5 The 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. Upon exchange, an equal number of shares of Class X Common Stock will automatically be cancelled.
F6 Includes common units from the recapitalization in May 2021 of profits units that were previously reported by the Reporting Person into an equal number of common units issued by Endeavor Executive PIU Holdco, LLC.