4//SEC Filing
Lublin Jason 4
Accession 0000950170-25-045655
CIK 0001766363other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 9:50 PM ET
Size
18.5 KB
Accession
0000950170-25-045655
Insider Transaction Report
Form 4
Lublin Jason
Chief Financial Officer
Transactions
- Disposition to Issuer
Units of Endeavor Operating Company
2025-03-24−1,117,214→ 0 total→ Class A Common Stock (1,117,214 underlying) - Conversion
Units of Executive Holdco
2025-03-24−1,109,232→ 181,819 total→ Units of Endeavor Operating Company (1,109,232 underlying) - Disposition to Issuer
Class A Common Stock
2025-03-24$27.50/sh−200,398$5,510,945→ 0 total - Conversion
Units of Endeavor Operating Company
2025-03-24+1,109,232→ 1,117,214 total→ Class A Common Stock (1,109,232 underlying) - Disposition to Issuer
Stock Option
2025-03-24−429,687→ 0 totalExp: 2031-04-28→ Class A Common Stock (429,687 underlying) - Disposition to Issuer
Restricted Stock Unit
2025-03-24−103,171→ 0 total→ Class A Common Stock (103,171 underlying)
Footnotes (8)
- [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.
- [F3](continued) At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time was automatically cancelled for no consideration.
- [F4]Immediately prior to the effective time of the OpCo Merger, 443,040 limited liability company units of Executive Holdco and 666,192 limited liability company units of PIU Holdco held by the Reporting Person were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis.
- [F5]At the effective time of the OpCo Merger, each outstanding OpCo Units, 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.
- [F6]At the Effective Time, each outstanding option to acquire Class A Common Stock (each, a "Company Option") that had vested was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to certain tax deductions or withholdings, equal to the product of (a) the number of shares of Class A Common Stock subject to such Company Option, multiplied by (b) $27.50 less the $24.00 exercise price per share of such Company Option.
- [F7]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.
- [F8]At the Effective Time, the remaining restricted stock units were automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes, payable in accordance with the vesting terms of the restricted stock units.
Documents
Issuer
Endeavor Group Holdings, Inc.
CIK 0001766363
Entity typeother
Related Parties
1- filerCIK 0001783358
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 9:50 PM ET
- Size
- 18.5 KB