4//SEC Filing
Emanuel Ariel 4
Accession 0000950170-25-045652
CIK 0001766363other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 9:49 PM ET
Size
15.3 KB
Accession
0000950170-25-045652
Insider Transaction Report
Form 4
Emanuel Ariel
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Units of Executive Holdco
2025-03-24−1,022,881→ 8,379,508 total→ Endeavor Operating Company Units (1,022,881 underlying) - Disposition to Issuer
Class A Common Stock
2025-03-24$27.50/sh−1,807,437$49,704,518→ 0 total(indirect: By Trust) - Conversion
Endeavor Operating Company Units
2025-03-24+1,022,881→ 5,216,209 total→ Class A Common Stock (1,022,881 underlying) - Disposition to Issuer
Class A Common Stock
2025-03-24$27.50/sh−23,810$654,775→ 0 total - Disposition to Issuer
Endeavor Operating Company Units
2025-03-24−4,488,936→ 727,273 total→ Class A Common Stock (4,488,936 underlying)
Footnotes (6)
- [F1]Pursuant to that certain Agreement and Plan of Merger, dated April 2, 2024 (the "Merger Agreement") by and among the Issuer, Endeavor Manager, LLC ("Manager), Endeavor Operating Company, LLC ("OpCo"), Endeavor Executive Holdco, LLC ("Executive Holdco"), Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC ("PIU Holdco"), Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. ("Holdco Parent"), Wildcat PubCo Merger Sub, Inc., ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C ("Manager Merger Sub"), and Wildcat OpCo Merger Sub, L.L.C. ("OpCo Merger Sub"), (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving the merger (the "OpCo Merger"),
- [F2](continued) (b) immediately following the OpCo Merger, Manager Merger Sub merged with and into Manager, with Manager surviving the merger, wholly owned by the Issuer (the "Manager Merger") and (c) immediately following the Manager Merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger"), collectively owned, directly or indirectly, by Holdco Parent and certain other entities as described in the Merger Agreement (the "Effective Time"). At the Effective Time, each share of the Issuer's Class A common stock, par value $0.00001 per share ("Class A Common Stock"), outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes. At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share,
- [F3](continued) and Class Y common stock, par value $0.00001 per share, outstanding immediately prior to the effective time of the Merger, was automatically cancelled for no consideration.
- [F4]Reflects a transfer of 255,787 shares of Class A Common Stock to The Ariel Z. Emanuel Living Trust that was exempt from reporting.
- [F5]Immediately prior to the effective time of the OpCo Merger, 1,022,881 limited liability company units of Executive Holdco held by the Reporting Person were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis.
- [F6]At the effective time of the OpCo Merger, each outstanding OpCo Unit, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Units.
Documents
Issuer
Endeavor Group Holdings, Inc.
CIK 0001766363
Entity typeother
Related Parties
1- filerCIK 0001320234
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 9:49 PM ET
- Size
- 15.3 KB