Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-018436
Date:2021-04-28
Issuer: ENDEAVOR GROUP HOLDINGS, INC. (EDR)
Original Submission Date:

Reporting Person:

MUIRHEAD CHRISTIAN
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA 90210

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION 24.0 2021-04-28 deemed execution date A 76,388 (a) 2031-04-28 class a common stock 76,388 $24.00 76,388 direct
UNITS OF EXECUTIVE HOLDCO 0.0 2021-04-28 deemed execution date A 290,176 (a) units of endeavor operating company 290,176 $0.00 290,176 direct
PROFITS UNITS 0.0 2021-04-28 deemed execution date A 82,619 (a) units of endeavor operating company 82,619 $0.00 82,619 direct
PROFITS UNITS 0.0 2021-04-28 deemed execution date A 87,397 (a) units of endeavor operating company 87,397 $0.00 87,397 direct
RESTRICTED STOCK UNIT 0.0 2021-05-03 deemed execution date A 55,556 (a) class a common stock 55,556 $0.00 55,556 direct
UNITS OF EXECUTIVE HOLDCO 0.0 2021-05-03 deemed execution date A 212,064 (a) units of endeavor operating company 212,064 $0.00 502,240 direct
Footnotes
IDfootnote
f1 the stock option will vest and become exercisable in three equal annual installments beginning on december 31, 2021.
f2 represents securities received as part of the issuer's reorganization in connection with its initial public offering, as described in the registration statement on form s-1 relating to the initial public offering. these securities were previously reported on a form 3 filed by the reporting person.
f3 represents 290,176 limited liability company units of endeavor executive holdco, llc and 212,064 limited liability company units of endeavor executive piu holdco, llc. each of the units is exchangeable on a 1-for-1 basis for limited liability company units of endeavor operating company, llc and an equal number of paired shares of class x common stock of the issuer, which, pursuant to the limited liability company agreement of endeavor operating company, llc, are together exchangeable by the holder on a one-for-one 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.
f4 the reporting person's form 3 inadvertently included as beneficially owned the securities acquired pursuant to the ufc buyout (as defined below), which are correctly reported in this form 4.
f5 each profits unit represents the right to receive a fractional number of limited liability company units of endeavor operating company, llc and an equal number of paired shares of class x common stock of the issuer equal to the difference between the fair market value of the limited liability company units of endeavor operating company, llc and $23.16 divided by the fair market value of a limited liability company unit at the time of redemption.
f6 the profits units are fully vested.
f7 each profits unit represents the right to receive, on a 1-for-1 basis, limited liability company units of endeavor operating company, llc and an equal number of paired shares of class x common stock of the issuer, provided that, in limited circumstance, the profits units will be redeemable for less than the foregoing in the event the fair market value of a limited liability company unit of endeavor operating company, llc at the time of redemption does not exceed (and prior to the time of redemption has not exceeded) $25.10.
f8 each restricted stock unit represents a contingent right to receive one share of class a common stock of the issuer.
f9 the restricted stock unit will be settled in shares of class a common stock in three equal annual installments beginning on december 31, 2021.
f10 represents securities received in connection with the issuer's purchase of the holder's interests in zuffa parent, llc ("ufc parent") and related merger transaction in connection with the purchase by endeavor operating company, llc of the portion of the equity interests in ufc parent not previously owned, resulting in endeavor operating company, llc directly or indirectly owning 100% of the equity interests of ufc parent (the "ufc buyout").
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