Ariel Emanuel - 24 Aug 2023 Form 4 Insider Report for Endeavor Group Holdings, Inc.

Signature
/s/ Robert Hilton, Attorney-in-fact
Issuer symbol
N/A
Transactions as of
24 Aug 2023
Net transactions value
-$8,707,055
Form type
4
Filing time
28 Aug 2023, 21:05:19 UTC
Previous filing
23 Aug 2023
Next filing
12 Sep 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 -150,000 -0.52% $0.000000 28,936,292 24 Aug 2023 See footnote F1, F2
transaction EDR Class Y Common Stock Disposed to Issuer $0 -150,000 -0.52% $0.000000 28,936,292 24 Aug 2023 See footnote F1, F2
transaction EDR Class A Common Stock Conversion of derivative security $0 +150,000 +73% $0.000000 354,450 24 Aug 2023 Direct
transaction EDR Class A Common Stock Sale $3,611,805 -150,000 -42% $24.08 204,450 24 Aug 2023 Direct F3
transaction EDR Class X Common Stock Disposed to Issuer $0 -25,000 -0.09% $0.000000 28,911,292 25 Aug 2023 See footnote F1, F2
transaction EDR Class Y Common Stock Disposed to Issuer $0 -25,000 -0.09% $0.000000 28,911,292 25 Aug 2023 See footnote F1, F2
transaction EDR Class A Common Stock Conversion of derivative security $0 +25,000 +12% $0.000000 229,450 25 Aug 2023 Direct
transaction EDR Class A Common Stock Sale $601,745 +25,000 +14% $24.07 204,450 25 Aug 2023 Direct F4
transaction EDR Class A Common Stock Award $0 +146,634 +72% $0.000000 351,084 25 Aug 2023 Direct F5
transaction EDR Class X Common Stock Disposed to Issuer $0 -165,000 -0.57% $0.000000 28,746,292 28 Aug 2023 See footnote F1, F2
transaction EDR Class Y Common Stock Disposed to Issuer $0 -165,000 -0.57% $0.000000 28,746,292 28 Aug 2023 See footnote F1, F2
transaction EDR Class A Common Stock Conversion of derivative security $0 -165,000 -24% $0.000000 516,084 28 Aug 2023 Direct
transaction EDR Class A Common Stock Sale $5,696,995 -236,487 -46% $24.09 279,597 28 Aug 2023 Direct F6, F7
holding EDR Class A Common Stock 1,551,650 24 Aug 2023 By The Ariel Z. Emanuel Living Trust
holding EDR Class X Common Stock 10,153,217 24 Aug 2023 Direct
holding EDR Class Y Common Stock 10,153,217 24 Aug 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 Conversion of derivative security $0 -150,000 -0.58% $0.000000 25,643,110 24 Aug 2023 Class A Common Stock 150,000 See footnote F2, F8
transaction EDR Endeavor Operating Company Units Conversion of derivative security $0 -25,000 -0.1% $0.000000 25,618,110 25 Aug 2023 Class A Common Stock 25,000 See footnote F2, F8
transaction EDR Endeavor Operating Company Units Conversion of derivative security $0 -165,000 -0.64% $0.000000 25,453,110 28 Aug 2023 Class A Common Stock 165,000 See footnote F2, F8
holding EDR Endeavor Operating Company Units 4,193,328 24 Aug 2023 Class A Common Stock 4,193,328 Direct F8
* 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 to the Reporting Person in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. 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 ("OpCo Units") of Endeavor Operating Company, LLC ("OpCo").
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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.96 to $24.30. 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.17. 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.
F5 Represents a grant of fully-vested restricted stock units ("RSUs"), which was made by the Issuer to the Reporting Person in connection with OpCo imposing a limitation on the tax distributions that otherwise would have been payable by OpCo to its members that resulted in the Reporting Person, in its capacity as a member of EOC, not receiving tax distributions from OpCo sufficient to cover the estimated amount of tax attributable to the Reporting Person's interest in OpCo (determined in a manner consistent with the operating agreement of OpCo). Each RSU represents one share of the Issuer's Class A Common Stock.
F6 Includes 71,487 shares of Class A Common Stock that were sold automatically to cover taxes in connection with the vesting of the RSUs, pursuant to the award agreement.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.01 to $24.19.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.
F8 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.