Patrick Whitesell - 12 Sep 2023 Form 3 Insider Report for TKO Group Holdings, Inc. (TKO)

Role
10%+ Owner
Signature
Patrick Whitesell, By: /s/ Robert Hilton, Attorney-in-fact for Patrick Whitesell
Issuer symbol
TKO
Transactions as of
12 Sep 2023
Net transactions value
$0
Form type
3
Filing time
12 Sep 2023, 19:45:20 UTC
Previous filing
30 Aug 2023
Next filing
21 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TKO Class B Common Stock 76,712,059 12 Sep 2023 By Endeavor Operating Company, LLC F1
holding TKO Class B Common Stock 6,362,799 12 Sep 2023 By January Capital HoldCo, LLC F1
holding TKO Class B Common Stock 6,542,033 12 Sep 2023 By January Capital Sub, LLC F1

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
holding TKO Common Units 12 Sep 2023 Class A Common Stock 76,712,059 By Endeavor Operating Company, LLC F1, F2, F3, F4
holding TKO Common Units 12 Sep 2023 Class A Common Stock 6,362,799 By January Capital Holdco, LLC F1, F2, F3, F4
holding TKO Common Units 12 Sep 2023 Class A Common Stock 6,542,033 By January Capital Sub, LLC F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Whitesell is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
F2 The Common Units are redeemable by the holder for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.
F3 Represents Common Units received as consideration for limited liability units of TKO Operating Company, LLC, pursuant to the Transasction Agreement, as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023.
F4 Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.

Remarks:

Exhibit 24 - Power of Attorney