Ariel Emanuel - Oct 8, 2024 Form 4 Insider Report for Endeavor Group Holdings, Inc. (EDR)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Robert Hilton, Attorney-in-fact
Stock symbol
EDR
Transactions as of
Oct 8, 2024
Transactions value $
-$1,399,031
Form type
4
Date filed
10/9/2024, 08:45 PM
Previous filing
Sep 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EDR Class X Common Stock Disposed to Issuer $0 -48.2K -0.17% $0.00 27.5M Oct 8, 2024 See footnote F1, F2
transaction EDR Class Y Common Stock Disposed to Issuer $0 -48.2K -0.17% $0.00 27.5M Oct 8, 2024 See footnote F1, F2
transaction EDR Class A Common Stock Conversion of derivative security $0 +48.2K +2.63% $0.00 1.88M Oct 8, 2024 Direct
transaction EDR Class A Common Stock Sale -$1.4M -48.2K -2.56% $29.04 1.83M Oct 8, 2024 Direct F3, F4
holding EDR Class X Common Stock 10.2M Oct 8, 2024 Direct
holding EDR Class Y Common Stock 10.2M Oct 8, 2024 Direct

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 Endeavor Operating Company Units Conversion of derivative security $0 -48.2K -0.2% $0.00 24.2M Oct 8, 2024 Class A Common Stock 48.2K See footnote F2, F5
holding EDR Endeavor Operating Company Units 4.19M Oct 8, 2024 Class A Common Stock 4.19M Direct F5
* 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 the redemption of common units issued by Endeavor Executive Holdco, LLC to the Reporting Person in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. The disposition in Table I reflects the cancellation for no consideration of a number of shares of Class X Common Stock and Class Y Common Stock upon the exchange of an equal number of limited liability company units ("OpCo Units") of Endeavor Operating Company, LLC ("OpCo").
F2 Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by a board of directors composed of the Reporting Person and Patrick Whitesell.
F3 This Form 4 relates to sales and redemption that were effected pursuant to a Rule 10b5-1 trading plan adopted on August 31, 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 and Class Y Common Stock of the Issuer, and subsequently an exchange of such OpCo Units and shares of Class X and Class Y Common Stock for an equal number of shares of Class A Common Stock. The disposition of Class X and Class Y Common Stock reported reflects the cancellation for no consideration of a number of shares of Class X and Class Y Common Stock upon the exchange of an equal number of OpCo Units.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.99 to $29.13. 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.
F5 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.