Jason Lublin - Jan 23, 2024 Form 4 Insider Report for Endeavor Group Holdings, Inc. (EDR)

Role
Chief Financial Officer
Signature
/s/ Robert Hilton, Attorney-in-fact
Stock symbol
EDR
Transactions as of
Jan 23, 2024
Transactions value $
-$530,597
Form type
4
Date filed
1/25/2024, 08:00 PM
Previous filing
Dec 5, 2023
Next filing
Feb 5, 2024

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 +20.8K +260.99% $0.00 28.8K Jan 23, 2024 Direct
transaction EDR Class X Common Stock Disposed to Issuer $0 -20.8K -72.3% $0.00 7.98K Jan 23, 2024 Direct F1
transaction EDR Class A Common Stock Conversion of derivative security $0 +20.8K +37.4% $0.00 76.5K Jan 23, 2024 Direct
transaction EDR Class A Common Stock Sale -$531K -20.8K -27.22% $25.47 55.7K Jan 23, 2024 Direct F1, F2

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 -20.8K -1.45% $0.00 1.42M Jan 23, 2024 Units of Endeavor Operating Company 20.8K Direct F3
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 +20.8K +260.99% $0.00 28.8K Jan 23, 2024 Class A Common Stock 20.8K Direct F4
transaction EDR Units of Endeavor Operating Company Conversion of derivative security $0 -20.8K -72.3% $0.00 7.98K Jan 23, 2024 Class A Common Stock 20.8K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This Form 4 relates to sales and redemption that were effected pursuant to a Rule 10b5-1 trading plan adopted on May 17, 2023 by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Such redemption involved an exchange of common units issued by Endeavor Executive 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 $25.20 to $26.16. 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 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.
F4 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.