Ownership Submission
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Durban Egon
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2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [EDR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O SILVER LAKE , 2775 SAND HILL ROAD, SUITE 100
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MENLO PARK
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CA
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94025
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Durban Egon
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
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Signatures
By: /s/ Andrew J. Schader, Attorney-in-fact for Egon Durban
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2024-09-06
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Represents a purchase by a subsidiary of Silver Lake Group, L.L.C. of certain limited partnership interests in an entity holding limited partnership interests in Silver Lake West Holdco, L.P. ("West HoldCo"), which holds securities of Endeavor Group Holdings, Inc. (the "Issuer") and Endeavor Operating Company, LLC. This transaction did not change the number of securities directly held by West HoldCo or Silver Lake West HoldCo II, L.P. ("West HoldCo II"). However, Mr. Egon Durban, who is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. may be deemed to have acquired additional pecuniary interest in the securities of the Issuer held by West HoldCo. The purchase price of the limited partnership interests was calculated in relevant part using a price per Unit of Endeavor Operating Company, LLC (as described in footnote 7 below) of $27.50.
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(2)
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The portion of the securities held by West HoldCo that correspond to the limited partnership interests that were part of the transfer described in footnote (1) above represent approximately 468,105 shares of Class Y common stock of the Issuer and 468,105 Units of Endeavor Operating Company.
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(3)
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Represents securities held by West HoldCo.
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(4)
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Represents securities held by West HoldCo II.
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(5)
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Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of West HoldCo and West HoldCo II.
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(6)
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Shares of Class Y common stock of the Issuer have no economic rights and each share of Class Y common stock entitles its holder to 20 votes per share. Each share of Class Y common stock will be automatically canceled/redeemed upon the occurrence of certain transfers of Class A common stock or limited liability company units of Endeavor Operating Company, LLC or Class A common stock received upon exchange of such units and upon certain other events.
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(7)
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Units of Endeavor Operating Company represent limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X common stock of the Issuer, which, pursuant to the limited liability company agreement of Endeavor Operating Company, LLC, are together exchangeable by the holder on a one-for-one basis for, at the option of the Issuer, (i) a share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) subject to certain conditions, an equivalent amount of cash. Shares of Class X common stock of the Issuer have no economic rights and each share of Class X common stock entitles its holder to 1 vote per share.
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