Key facts
- This page summarizes Silver Lake West HoldCo, L.P.'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, 21:24.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Award
Award
No transaction description listed
No transaction description listed
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Award
Award
No transaction description listed
No transaction description listed
Additional SEC filing notes
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 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.
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. 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.
Footnote F4
Represents membership interests in TKO Operating Company, LLC (the "Common Units").
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.
SEC 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.