Statement of Changes in Beneficial Ownership (4)
November 02 2021 - 7:01PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Emanuel Ariel |
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc.
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EDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2021 |
(Street)
BEVERLY HILLS, CA 90210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 10/29/2021 | | M | | 929824 (1) | A | $0.00 | 1881213 | D | |
Class A Common Stock | 10/29/2021 | | S(2) | | 400000 | D | $26.6367 (3) | 1481213 | D | |
Class A Common Stock | 11/1/2021 | | S(2) | | 233525 | D | $26.2305 (4) | 1247688 | D | |
Class A Common Stock | 11/1/2021 | | S(2) | | 38325 | D | $26.6652 (5) | 1209363 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (6) | 10/29/2021 | | M | | | 0 (6) | (7) | (7) | Class A Common Stock | 929824 | $0.00 | 1104167 (6) | D | |
Explanation of Responses: |
(1) | Represents shares of Class A Common Stock issued upon the partial settlement of the restricted stock unit award reported herein, of which 619,883 remain subject to continued time-based vesting conditions. |
(2) | Represents shares automatically sold to cover taxes and fees in connection with the settlement of certain restricted stock unit awards in accordance with the terms of such awards. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.31 to $27.10. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.543 to $26.5402. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.5450 to $26.8018. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(6) | Each restricted stock unit represents a contingent right to receive a number of shares of Class A Common Stock of the Issuer upon achievement of each applicable price threshold (generally incremental increases of $4.50 above the last achieved price threshold, with an initial threshold of $28.50). Upon achievement of the applicable price threshold and issuance of the shares of Class A Common Stock, no restricted stock units are cancelled or forfeited. |
(7) | The restricted stock units will continue to vest upon acheivement of each applicable price threshold until the earlier of (i) May 3, 2031 and (ii) the date the Reporting Person is no longer employed by the Company or any of its affiliates. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Emanuel Ariel 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS, CA 90210 | X | X | Chief Executive Officer |
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Signatures
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/s/ Robert Hilton, Attorney-in-fact | | 11/2/2021 |
**Signature of Reporting Person | Date |
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