Vincent K. Mcmahon - Mar 5, 2024 Form 4 Insider Report for TKO Group Holdings, Inc. (TKO)

Role
10%+ Owner
Signature
/s/ Vincent K. McMahon
Stock symbol
TKO
Transactions as of
Mar 5, 2024
Transactions value $
$0
Form type
4
Date filed
3/28/2024, 05:52 PM
Previous filing
Nov 14, 2023
Next filing
Mar 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TKO Class A Common Stock Other -3.48M -23.22% 11.5M Mar 5, 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 TKO Forward Sale Contract (obligation to sell) Other -3.48M -100% 0 Mar 5, 2024 Class A Common Stock 3.48M Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In the Form 3, filed with the U.S. Securities and Exchange Commission on September 12, 2023, the Reporting Person included the 3,484,006 shares of the Issuer's Class A common stock subject to the Agreement (as defined below) in both his Table I and Table II totals. This adjustment is to reflect the erroneous inclusions of such shares in Table I.
F2 Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares.
F3 On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.
F4 (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.