Ariel Emanuel - May 1, 2023 Form 4 Insider Report for Endeavor Group Holdings, Inc. (EDR)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Robert Hilton, Attorney-in-fact
Stock symbol: EDR
Transactions as of: May 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/3/2023, 08:29 PM
Previous filing: Mar 7, 2023
Next filing: May 5, 2023

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	-18.4K	-0.06%	$0.00	30M	May 1, 2023	See footnote	F1, F2
transaction	EDR	Class Y Common Stock	Disposed to Issuer	$0	-18.4K	-0.06%	$0.00	30M	May 1, 2023	See footnote	F1, F2
transaction	EDR	Class X Common Stock	Disposed to Issuer	$0	-116K	-0.39%	$0.00	29.9M	May 2, 2023	See footnote	F1, F2
transaction	EDR	Class Y Common Stock	Disposed to Issuer	$0	-116K	-0.39%	$0.00	29.9M	May 2, 2023	See footnote	F1, F2
holding	EDR	Class X Common Stock						10.2M	May 1, 2023	Direct
holding	EDR	Class Y Common Stock						10.2M	May 1, 2023	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	-18.4K	-0.07%	$0.00	26.7M	May 1, 2023	Class A Common Stock	18.4K		See footnote	F2, F3, F4
transaction	EDR	Endeavor Operating Company Units	Other	$0	-99.5K	-0.37%	$0.00	26.6M	May 2, 2023	Class A Common Stock	99.5K		See footnote	F2, F3, F4
transaction	EDR	Profits Units	Other	$0	-16.4K	-0.5%	$0.00	3.27M	May 2, 2023	Endeavor Operating Company Units	1.26K		See footnote	F2, F4, F5
holding	EDR	Endeavor Operating Company Units						4.19M	May 1, 2023	Class A Common Stock	4.19M		Direct	F3
holding	EDR	Profits Units						5.96M	May 1, 2023	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 issued by Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC to certain non-executive equityholders in accordance with the respective 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 Patrick Whitesell.
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 certain non-executive equityholders in accordance with the respective 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 equityholders 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 and Class Y 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.