Mark S. Shapiro - Aug 16, 2023 Form 4 Insider Report for Endeavor Group Holdings, Inc. (EDR)

Signature
/s/ Robert Hilton, Attorney-in-fact
Stock symbol
EDR
Transactions as of
Aug 16, 2023
Transactions value $
-$11,478,011
Form type
4
Date filed
8/18/2023, 07:05 PM
Previous filing
Jun 20, 2023
Next filing
Aug 29, 2023

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 +134K +150.78% $0.00 223K Aug 16, 2023 Direct
transaction EDR Class X Common Stock Disposed to Issuer $0 -134K -60.12% $0.00 88.8K Aug 16, 2023 Direct F1
transaction EDR Class A Common Stock Conversion of derivative security $0 +134K +140.59% $0.00 229K Aug 16, 2023 Direct
transaction EDR Class A Common Stock Sale -$5.65M -229K -100% $24.66 0 Aug 16, 2023 Direct F2
transaction EDR Class X Common Stock Conversion of derivative security $0 +240K +270.38% $0.00 329K Aug 17, 2023 Direct
transaction EDR Class X Common Stock Disposed to Issuer $0 -240K -73% $0.00 88.8K Aug 17, 2023 Direct F1
transaction EDR Class A Common Stock Conversion of derivative security $0 +240K $0.00 240K Aug 17, 2023 Direct
transaction EDR Class A Common Stock Sale -$5.83M -240K -100% $24.29 0 Aug 17, 2023 Direct 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 -134K -5.86% $0.00 2.15M Aug 16, 2023 Units of Endeavor Operating Company 134K Direct F4
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 +134K +150.78% $0.00 223K Aug 16, 2023 Class A Common Stock 134K Direct F5
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 -134K -60.12% $0.00 88.8K Aug 16, 2023 Class A Common Stock 134K Direct F5
transaction EDR Units of Executive Holdco Conversion of derivative security $0 -240K -11.16% $0.00 1.91M Aug 17, 2023 Units of Endeavor Operating Company 240K Direct F4
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 +240K +270.38% $0.00 329K Aug 17, 2023 Class A Common Stock 240K Direct F5
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 -240K -73% $0.00 88.8K Aug 17, 2023 Class A Common Stock 240K 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 Endeavor Executive PIU 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 $24.50 to $25.02 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 $24.20 to $24.41. 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.

Remarks:

President and Chief Operating Officer