Silver Lake West HoldCo, L.P. - Sep 12, 2023 Form 3 Insider Report for TKO Group Holdings, Inc. (TKO)

Role: 10%+ Owner
Signature: By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo, L.P.
Stock symbol: TKO
Transactions as of: Sep 12, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/12/2023, 08:00 PM
Previous filing: Jul 26, 2021
Next filing: Oct 1, 2024

Transactions Table

Type	Sym	Class	Shares After	Date	Ownership	Footnotes
holding	TKO	Class B Common Stock	76.7M	Sep 12, 2023	By Endeavor Operating Company, LLC	F1
holding	TKO	Class B Common Stock	6.36M	Sep 12, 2023	By January Capital HoldCo, LLC	F1
holding	TKO	Class B Common Stock	6.54M	Sep 12, 2023	By January Capital Sub, LLC	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	TKO	Common Units	Sep 12, 2023	Class A Common Stock	76.7M	By Endeavor Operating Company, LLC	F1, F2, F3, F4
holding	TKO	Common Units	Sep 12, 2023	Class A Common Stock	6.36M	By January Capital Holdco, LLC	F1, F2, F3, F4
holding	TKO	Common Units	Sep 12, 2023	Class A Common Stock	6.54M	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. Silver Lake West Holdco, L.P. and Silver Lake West Holdco II, L.P. (the "Silver Lake Equityholders") have designated members 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. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of the Silver Lake Equityholders. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. Securities reported on this Form 3 are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer.
F2	The Common Units are redeemable by the holders 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 Transaction 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:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons other than Mr. Durban are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.