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Form 4 Endeavor Group Holdings, For: Aug 04 Filed by: Muirhead Christian

August 5, 2022 9:03 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Muirhead Christian

(Last) (First) (Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Communications Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class X Common Stock 08/04/2022   C   16,517 A $ 0 51,878 D  
Class X Common Stock 08/04/2022   D (1)   16,517 D $ 0 35,361 D  
Class A Common Stock 08/04/2022   C   16,517 A $ 0 25,136 D  
Class A Common Stock 08/04/2022   S (1)   19,109 D $ 24 6,027 D  
Class X Common Stock 08/05/2022   C   38,767 A $ 0 74,128 D  
Class X Common Stock 08/05/2022   D (1)   38,767 D $ 0 35,361 D  
Class A Common Stock 08/05/2022   C   38,767 A $ 0 44,794 D  
Class A Common Stock 08/05/2022   S (1)   39,409 D $ 24.0105 (2) 5,385 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Executive Holdco (3) 08/04/2022   C     16,517   (3)   (3) Units of Endeavor Operating Company 16,517 $ 0 485,723 D  
Units of Endeavor Operating Company (4) 08/04/2022   C   16,517     (4)   (4) Class A Common Stock 16,517 $ 0 51,878 D  
Units of Endeavor Operating Company (4) 08/04/2022   C     16,517   (4)   (4) Class A Common Stock 16,517 $ 0 35,361 D  
Units of Executive Holdco (3) 08/05/2022   C     38,767   (3)   (3) Units of Endeavor Operating Company 38,767 $ 0 446,956 D  
Units of Endeavor Operating Company (4) 08/05/2022   C   38,767     (4)   (4) Class A Common Stock 38,767 $ 0 74,128 D  
Units of Endeavor Operating Company (4) 08/05/2022   C     38,767   (4)   (4) Class A Common Stock 38,767 $ 0 35,361 D  
Explanation of Responses:
1. This Form 4 relates to sales and redemption that were effected pursuant to a 10b5-1 trading plan adopted 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 and Endeavor Executive PIU Holdco, LLC for an equal number of limited liability company units of Endeavor Operating Company, LLC ("OpCo Units") and paired shares of Class X Common Stock of the Issuer, and subsequently an exchange of such OpCo Units and shares of Class X Common Stock for an equal number of shares of Class A Common Stock. The disposition of Class X Common Stock reported reflects the cancellation for no consideration of a number of shares of Class X Common Stock upon the exchange of an equal number of OpCo Units.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.03. 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.
3. Each of the units is exchangeable on a 1-for-1 basis for OpCo Units and an equal number of paired shares of Class X Common Stock of the Issuer.
4. The 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. Upon exchange, an equal number of shares of Class X Common Stock will automatically be cancelled.
/s/ Robert Hilton, Attorney-in-fact 08/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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