4//SEC Filing
Whitesell Patrick 4
Accession 0000950170-25-030310
CIK 0001973266other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 9:15 PM ET
Size
19.3 KB
Accession
0000950170-25-030310
Insider Transaction Report
Form 4
Whitesell Patrick
10% Owner
Transactions
- Award
Common Units
2025-02-28+24,386,536→ 24,386,536 total(indirect: By LLC)→ Class A Common Stock (24,386,536 underlying) - Award
Class B Common Stock
2025-02-28+2,155,188→ 2,155,188 total(indirect: By LLC) - Award
Class B Common Stock
2025-02-28+24,386,536→ 24,386,536 total(indirect: By LLC) - Award
Common Units
2025-02-28+2,155,188→ 2,155,188 total(indirect: By LLC)→ Class A Common Stock (2,155,188 underlying)
Holdings
- 6,542,033(indirect: By LLC)
Class B Common Stock
- 6,542,033(indirect: By LLC)
Common Units
→ Class A Common Stock (6,542,033 underlying) - 83,074,858(indirect: By LLC)
Class B Common Stock
- 83,074,858(indirect: By LLC)
Common Units
→ Class A Common Stock (83,074,858 underlying)
Endeavor Group Holdings, Inc.
10% Owner
Transactions
- Award
Class B Common Stock
2025-02-28+24,386,536→ 24,386,536 total(indirect: By LLC) - Award
Common Units
2025-02-28+24,386,536→ 24,386,536 total(indirect: By LLC)→ Class A Common Stock (24,386,536 underlying) - Award
Class B Common Stock
2025-02-28+2,155,188→ 2,155,188 total(indirect: By LLC) - Award
Common Units
2025-02-28+2,155,188→ 2,155,188 total(indirect: By LLC)→ Class A Common Stock (2,155,188 underlying)
Holdings
- 6,542,033(indirect: By LLC)
Class B Common Stock
- 6,542,033(indirect: By LLC)
Common Units
→ Class A Common Stock (6,542,033 underlying) - 83,074,858(indirect: By LLC)
Common Units
→ Class A Common Stock (83,074,858 underlying) - 83,074,858(indirect: By LLC)
Class B Common Stock
Footnotes (6)
- [F1]Represents securities received in exchange for the transfer by Endeavor Operating Company, LLC ("EOC") and IMG Worldwide, LLC ("IMG Worldwide") of certain assets to the Issuer and TKO Operating Company, LLC ("TKO OpCo") pursuant to the terms of that certain Transaction Agreement, dated as of October 23, 2024, as amended, by and among EOC, Endeavor Group Holdings, Inc. ("EGH"), Trans World International, LLC, the Issuer and TKO OpCo.
- [F2]Reflects a transfer of 76,712,059 shares of Class B Common Stock that was exempt from reporting.
- [F3]EGH is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. IMG Worldwide LLC is an indirect wholly owned subsidiary of EGH. Mr. Whitesell is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
- [F4]Represents membership interests in TKO OpCo.
- [F5]The Common Units are redeemable by the holders for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.
- [F6]Reflects a transfer of 76,712,059 Common Units that was exempt from reporting.
Documents
Issuer
TKO Group Holdings, Inc.
CIK 0001973266
Entity typeother
Related Parties
1- filerCIK 0001531362
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 9:15 PM ET
- Size
- 19.3 KB