Silver Lake West HoldCo, L.P. - 28 Feb 2025 Form 4 Insider Report for TKO Group Holdings, Inc. (TKO)

Role
10%+ Owner
Signature
By: /s/ Andrew J. Schader, Attorney-in-fact for 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
28 Feb 2025
Net transactions value
$0
Form type
4
Filing time
28 Feb 2025, 21:24:46 UTC
Previous filing
12 Feb 2025
Next filing
26 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TKO Class B Common Stock Award +2,155,188 2,155,188 28 Feb 2025 By Endeavor Operating Company, LLC F1, F2, F3
transaction TKO Class B Common Stock Award +24,386,536 24,386,536 28 Feb 2025 By IMG Worldwide, LLC F1, F3
holding TKO Class B Common Stock 83,074,858 28 Feb 2025 By January Capital HoldCo, LLC F2, F3
holding TKO Class B Common Stock 6,542,033 28 Feb 2025 By January Capital Sub, LLC F3

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 Common Units Award +2,155,188 2,155,188 28 Feb 2025 Class A Common Stock 2,155,188 By Endeavor Operating Company, LLC F1, F3, F4, F5, F6
transaction TKO Common Units Award +24,386,536 24,386,536 28 Feb 2025 Class A Common Stock 24,386,536 By IMG Worldwide, LLC F1, F3, F4, F5
holding TKO Common Unit 83,074,858 28 Feb 2025 Class A Common Stock 83,074,858 By January Capital Holdco, LL F3, F4, F5, F6
holding TKO Common Unit 6,542,033 28 Feb 2025 Class A Common Stock 6,542,033 By January Capital Sub, LLC F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities received in exchange for the transfer by Endeavor Operating Company, LLC ("EOC") and IMG Worldwide, LLC ("IMG Worldwide") of certain assets to the Issuer and TKO Operating Company, LLC pursuant to the terms of that certain Transaction Agreement, dated as of October 23, 2024, as amended, by and among EOC, Endeavor Group Holdings, Inc. ("EGH"), Trans World International, LLC, the Issuer and TKO Operating Company, LLC.
F2 Reflects a transfer of 76,712,059 shares of Class B common stock that was exempt from reporting.
F3 EGH is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. IMG Worldwide LLC is an indirect wholly owned subsidiary of EGH. 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 4 are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer.
F4 Represents membership interests in TKO Operating Company, LLC (the "Common Units").
F5 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.
F6 Reflects a transfer of 76,712,059 Common Units that was exempt from reporting.

Remarks:

The Reporting Persons are jointly filing this Form 4 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.