SEC Form 3
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*
Endeavor Executive Holdco, LLC

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

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
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 ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 X Common Stock(1) 32,535,039 D(2)
Class Y Common Stock(3) 32,535,039 D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Units of Endeavor Operating Company (4) (4) Class A Common Stock 32,535,039 (4) D(2)
1. Name and Address of Reporting Person*
Endeavor Executive Holdco, LLC

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

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Endeavor Executive PIU Holdco, LLC

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

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Endeavor Executive II Holdco, LLC

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

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares of Class X Common Stock of the Issuer have no economic rights and entitiles its holder to one vote per share. The Issuer's Class X Common Stock will automatically be cancelled for no consideration upon the receipt of a share of the Issuer's Class A Common Stock issued as a result of a redemption of limited liability company units of Endeavor Operating Company, LLC.
2. The Reporting Persons are managed by an executive committee composed of Ariel Emanuel and Patrick Whitesell.
3. Shares of Class Y Common Stock of the Issuer have no economic rights and each share of Class Y Common Stock entitles its holder to 20 votes per share. Each share of Class Y Common Stock will be automatically cancelled/redeemed upon the occurrence of certain transfers of Class A Common Stock or limited liability company units of Endeavor Operating Company, LLC or Class A Common Stock received upon exchange of such units and upon certain other events.
4. Represents 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 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.
Remarks:
Exhibit 24 - Power of Attorney.
Endeavor Executive Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager 04/29/2021
Endeavor Executive PIU Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager 04/29/2021
Endeavor Executive II Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager 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.
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