| 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) 04/28/2021 |
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 Footnotes(1)(2) |
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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 | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are owned directly by Jasmine Ventures Pte Ltd ("Jasmine"). Jasmine is controlled and managed by GIC Special Investments Pte Ltd ("GIC SI"), which in turn is a wholly-owned subsidiary of GIC Private Ltd ("GIC," and with Jasmine and GIC SI, each a "Reporting Person"). As such, each of Jasmine, GIC SI and GIC may be deemed to share the power to vote and the power to dispose of these securities. |
| 2. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Jasmine is party to the Stockholders Agreement dated as of April 28, 2021, by and among certain executive equityholders of the Issuer, certain entities affiliated with Silver Lake Group, L.L.C., CPP Investment Board (USRE III) Inc. and other equityholders of the Issuer (collectively with Jasmine, the "Stockholders") and the Issuer. By virtue of Jasmine being a party to the Stockholders Agreement, Jasmine 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, with the other Stockholders. The Stockholders hold, in the aggregate, more than 50% of the Issuer's Class A Common Stock, and more than 50% of the voting power for the election of directors of the Issuer. Accordingly, the Reporting Persons are filing this Form 3 out of an abundance of caution. The share ownership reported herein as beneficially owned by Jasmine does not include any securities of the Issuer beneficially owned by the other Stockholders, and each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the other Stockholders and disclaims being part of a Rule 13d-5 "group" with the other Stockholders. |
| GIC Private Ltd, By: /s/ Celine Loh Sze Ling, Name: Celine Loh Sze Ling, Title: Senior Vice President, By: /s/ Diane Liang, Name: Diane Liang, Title: Senior Vice President | 04/29/2021 | |
| GIC Special Investments Pte Ltd, By: /s/ Chan Hoe Yin, Name: Chan Hoe Yin, Title: Director | 04/29/2021 | |
| Jasmine Ventures Pte Ltd, By: /s/ Ankur Meattle, Name: Ankur Meattle, Title: Director | 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. | ||