| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/29/2021 |
3. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 21,038,712 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. These securities are directly owned by CPP Investment Board (USRE III) Inc. ("USRE III"), a wholly-owned subsidiary of the reporting person. |
| Remarks: |
| USRE III is party to a Stockholders Agreement, dated as of April 28, 2021, by and among certain executive stockholders of the issuer, certain entities affiliated with Silver Lake Group, L.L.C., Jasmine Ventures Pte. Ltd. and certain other stockholders of the issuer (collectively with USRE III, the "Stockholders") and the issuer, pursuant to which USRE III agreed, among other things, with the issuer to vote its shares of the issuer's Class A Common Stock in favor of certain individuals designated by certain other Stockholders to the issuer's board of directors. As a result of such Stockholders Agreement, the reporting person may be deemed to be a member of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended ("Rule 13d-5") with the other Stockholders. The Stockholders beneficially own, in the aggregate, more than 50% of the outstanding shares of Class A Common Stock of the issuer and more than 50% of the voting power for the election of directors of the issuer, and the reporting person is filing this Form 3 out of an abundance of caution. The reporting person disclaims beneficial ownership of any securities of the issuer owned by any member of the Group, other than the securities reported in Table 1 of this Form 3, and disclaims being part of a Rule 13d-5 "group" with the Stockholders (excluding USRE III). |
| /s/ Kathryn J. Daniels, Managing Director, Head of Compliance, Canada Pension Plan Investment Board | 04/29/2021 | |
| ** 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 5 (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. | ||