4//SEC Filing
SHAPIRO MARK S 4
Accession 0000950170-25-045669
CIK 0001766363other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 9:57 PM ET
Size
24.7 KB
Accession
0000950170-25-045669
Insider Transaction Report
Form 4
SHAPIRO MARK S
See Remarks
Transactions
- Disposition to Issuer
Stock Option
2025-03-24−1,145,833→ 0 totalExp: 2031-04-28→ Class A Common Stock (1,145,833 underlying) - Disposition to Issuer
Profits Units
2025-03-24−184,488→ 0 total→ Units of Endeavor Operating Company (184,488 underlying) - Exercise/Conversion
Restricted Stock Unit
2025-03-24−149,025→ 0 total→ Class A Common Stock (149,025 underlying) - Conversion
Units of Endeavor Operating Company
2025-03-24+558,855→ 647,619 total→ Class A Common Stock (558,855 underlying) - Disposition to Issuer
Profits Units
2025-03-24−211,757→ 0 total→ Units of Endeavor Operating Company (211,757 underlying) - Exercise/Conversion
Class A Common Stock
2025-03-24+149,025→ 347,192 total - Disposition to Issuer
Units of Endeavor Operating Company
2025-03-24−647,619→ 0 total→ Units of Endeavor Operating Company (647,619 underlying) - Disposition to Issuer
Class A Common Stock
2025-03-24$27.50/sh−347,192$9,547,780→ 0 total - Conversion
Units of Executive Holdco
2025-03-24−558,855→ 1,352,290 total→ Units of Endeavor Operating Company (558,855 underlying)
Footnotes (10)
- [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"),
- [F10]At the Effective Time, the restricted stock units were accelerated and vested in full.
- [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, outstanding immediately prior to the effective time of the Merger, was automatically cancelled for no consideration.
- [F4]Immediately prior to the effective time of the OpCo Merger, 414,290 limited liability company units of Executive Holdco and 144,565 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 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.
- [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]At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $23.16 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units.
- [F8]At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $16.54 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units.
- [F9]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.
Documents
Issuer
Endeavor Group Holdings, Inc.
CIK 0001766363
Entity typeother
Related Parties
1- filerCIK 0001345978
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 9:57 PM ET
- Size
- 24.7 KB