4//SEC Filing
Whitesell Patrick 4
Accession 0000950170-25-045656
CIK 0001766363other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 9:50 PM ET
Size
18.5 KB
Accession
0000950170-25-045656
Insider Transaction Report
Form 4
Whitesell Patrick
DirectorExecutive Chairman10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2025-03-24$27.50/sh−72,797$2,001,918→ 0 total(indirect: By Trust) - Conversion
Units of Executive Holdco
2025-03-24−595,288→ 7,917,883 total(indirect: By Trust)→ Endeavor Operating Company Units (595,288 underlying) - Conversion
Endeavor Operating Company Units
2025-03-24+595,288→ 3,563,567 total→ Class A Common Stock (595,288 underlying) - Disposition to Issuer
Endeavor Operating Company Units
2025-03-24−3,563,567→ 0 total→ Class A Common Stock (3,563,567 underlying)
Holdings
- 98,724(indirect: By Trust)
Units of Executive Holdco
→ Endeavor Operating Company Units (98,724 underlying) - 98,724(indirect: By Trust)
Units of Executive Holdco
→ Endeavor Operating Company Units (98,724 underlying) - 98,724(indirect: By Trust)
Units of Executive Holdco
→ Endeavor Operating Company Units (98,724 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 $0.0001 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 72,797 shares of Class A Common Stock to The Patrick Whitesell Revocable Trust that was exempt from reporting.
- [F5]Immediately prior to the effective time of the OpCo Merger, 595,288 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]Reflects transfers of 98,724 limited liability company units of Executive Holdco to each of The ELW Irrevocable Trust, The SCW Irrevocable Trust and The EVW Irrevocable Trust that were exempt from reporting.
- [F7]Reflects limited liability company units of Executive Holdco.
- [F8]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.
Documents
Issuer
Endeavor Group Holdings, Inc.
CIK 0001766363
Entity typeother
Related Parties
1- filerCIK 0001531362
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 9:50 PM ET
- Size
- 18.5 KB