Patrick Whitesell - 28 Feb 2025 Form 4 Insider Report for TKO Group Holdings, Inc. (TKO)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
28 Feb 2025, 21:15:04 UTC
Prior SEC filing
12 Feb 2025
Next SEC filing
26 Mar 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Robert Hilton, Attorney-in-fact for Patrick Whitesell

Key filing fact

Patrick Whitesell filed Form 4 for TKO Group Holdings, Inc. (TKO) on 28 Feb 2025.

Key facts

  • This page summarizes Patrick Whitesell's Form 4 filing for TKO Group Holdings, Inc. (TKO).
  • 4 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 28 Feb 2025, 21:15.

Change

  • Previous filing in this sequence was filed on 12 Feb 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TKO transaction

Class B Common Stock

Award

Transaction value
Shares
+2,155,188
Change %
Price
Shares after
2,155,188
Date
28 Feb 2025
Ownership
By Endeavor Operating Company, LLC
Footnotes
F1, F2, F3
TKO transaction

Class B Common Stock

Award

Transaction value
Shares
+24,386,536
Change %
Price
Shares after
24,386,536
Date
28 Feb 2025
Ownership
By IMG Worldwide, LLC
Footnotes
F1, F3
TKO holding

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
83,074,858
Date
28 Feb 2025
Ownership
By January Capital HoldCo, LLC
Footnotes
F2, F3
TKO holding

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
6,542,033
Date
28 Feb 2025
Ownership
By January Capital Sub, LLC
Footnotes
F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TKO transaction Derivative

Common Units

Award

Transaction value
Shares
+2,155,188
Change %
Price
Shares after
2,155,188
Date
28 Feb 2025
Ownership
By Endeavor Operating Company, LLC
Underlying class
Class A Common Stock
Underlying amount
2,155,188
Exercise price
Footnotes
F1, F3, F4, F5, F6
TKO transaction Derivative

Common Units

Award

Transaction value
Shares
+24,386,536
Change %
Price
Shares after
24,386,536
Date
28 Feb 2025
Ownership
By IMG Worldwide, LLC
Underlying class
Class A Common Stock
Underlying amount
24,386,536
Exercise price
Footnotes
F1, F3, F4, F5
TKO holding Derivative

Common Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
83,074,858
Date
28 Feb 2025
Ownership
By January Capital Holdco, LLC
Underlying class
Class A Common Stock
Underlying amount
83,074,858
Exercise price
Footnotes
F3, F4, F5, F6
TKO holding Derivative

Common Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
6,542,033
Date
28 Feb 2025
Ownership
By January Capital Sub, LLC
Underlying class
Class A Common Stock
Underlying amount
6,542,033
Exercise price
Footnotes
F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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 ("TKO OpCo") 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 OpCo.

Footnote F2

Reflects a transfer of 76,712,059 shares of Class B Common Stock that was exempt from reporting.

Footnote 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. Mr. Whitesell is a member 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. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

Footnote F4

Represents membership interests in TKO OpCo.

Footnote 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.

Footnote F6

Reflects a transfer of 76,712,059 Common Units that was exempt from reporting.

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