Silver Lake West HoldCo, L.P. - 12 Sep 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.
Issuer symbol
TKO
Transactions as of
12 Sep 2023
Net transactions value
$0
Form type
3
Filing time
12 Sep 2023, 20:00:50 UTC
Previous filing
26 Jul 2021
Next filing
01 Oct 2024
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. 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.