Sec Form 4 Filing - Silver Lake West HoldCo, L.P. @ Endeavor Group Holdings, Inc. - 2025-03-24

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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Silver Lake West HoldCo, L.P.
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/24/2025
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/24/2025 J( 1 ) 495,494 D 0 I See Footnotes ( 2 ) ( 6 )
Class A Common Stock 03/24/2025 J( 1 ) 91,654,269 ( 12 ) D 0 I See Footnotes ( 3 ) ( 6 )
Class A Common Stock 03/24/2025 J( 1 ) 92,149,763 A 92,149,763 I See Footnotes ( 4 ) ( 6 )
Class Y Common Stock 03/24/2025 J( 1 ) 82,138,074 D 0 I See Footnotes ( 2 ) ( 6 )
Class Y Common Stock 03/24/2025 J( 1 ) 87,254,147 D 0 I See Footnotes ( 3 ) ( 6 )
Class Y Common Stock 03/24/2025 J( 1 ) 169,392,221 A 169,392,221 I See Footnotes ( 4 ) ( 6 )
Class A Common Stock 03/24/2025 D( 8 )( 9 )( 10 ) 82,557,491 D 9,592,272 I See Footnotes ( 4 ) ( 6 )
Class A Common Stock 03/24/2025 A( 8 )( 9 )( 10 ) 259,015,278 A 268,607,550 I See Footnotes ( 4 ) ( 6 )
Class Y Common Stock 03/24/2025 D( 8 )( 9 )( 10 ) 169,392,221 D 0 I See Footnotes ( 4 ) ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Units of Endeavor Operating Company ( 7 ) ( 7 ) 03/24/2025 J( 1 ) 81,964,793 ( 12 ) ( 7 ) ( 7 ) Class A Common Stock 0 ( 1 ) 0 ( 5 ) I See Footnotes ( 2 ) ( 6 )
Units of Endeavor Operating Company ( 7 ) ( 7 ) 03/24/2025 J( 1 ) 81,964,793 ( 7 ) ( 7 ) Class A Common Stock 81,964,793 ( 1 ) 81,964,793 I See Footnotes ( 5 ) ( 6 )
Units of Endeavor Operating Company ( 7 ) ( 7 ) 03/24/2025 D( 8 )( 9 )( 10 ) 72,792,904 ( 7 ) ( 7 ) Class A Common Stock 72,792,904 ( 8 ) ( 9 ) ( 10 ) 9,171,889 I See Footnotes ( 5 ) ( 6 )
Units of Endeavor Operating Company ( 7 ) ( 7 ) 03/24/2025 A( 8 )( 9 )( 11 ) 13,139,869 ( 7 ) ( 7 ) Class A Common Stock 13,139,869 ( 11 ) 22,311,758 I See Footnotes ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silver Lake West HoldCo, L.P.
C/O SILVER L AKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake West HoldCo II, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake West VoteCo, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Durban Egon
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo, L.P. 03/26/2025
Signature of Reporting Person Date
By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo II, L.P. 03/26/2025
Signature of Reporting Person Date
By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C. 03/26/2025
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Attorney-in-fact for Egon Durban 03/26/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the consummation of the Mergers (as defined below), in connection with an internal reorganization of securities of Endeavor Group Holdings, Inc. (the "Issuer") held by certain investment funds affiliated with Silver Lake Group, L.L.C. ("SLG"), whereby securities held directly by either Silver Lake West HoldCo, L.P. ("West HoldCo") or Silver Lake West HoldCo II, L.P. ("West HoldCo II", and together with West HoldCo, the "HoldCos") were transferred to Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P. Silver Lake West VoteCo, L.L.C. is the general partner of each of the HoldCos, Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P.
( 2 )Represents securities held by West HoldCo.
( 3 )Represents securities held by West HoldCo II.
( 4 )Represents securities held by Wildcat EGH Holdco, L.P.
( 5 )Represents securities held by Wildcat Opco, L.P.
( 6 )Silver Lake West VoteCo, L.L.C. is the general partner of each of the HoldCos, Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of SLG. Each of the above may be deemed to be a director by deputization of the Issuer. There was no change in the aggregate amount of securities of the Issuer economically owned by SLG and its affiliates in connection with this reorganization.
( 7 )Units of Endeavor Operating Company represent limited liability company units of Endeavor Operating Company, LLC ("Endeavor Operating Company Units") 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.
( 8 )On March 24, 2025, the Issuer, Wildcat EGH Holdco, L.P. ("Holdco Parent"), an affiliate SLG, Wildcat OpCo Holdco, L.P., an affiliate of SLG ("OpCo Parent" and, together with Holdco Parent, the "Parent Entities"), Wildcat PubCo Merger Sub, Inc., a wholly-owned subsidiary of Holdco Parent ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C., a wholly-owned subsidiary of Company Merger Sub ("Manager Merger Sub"), Wildcat OpCo Merger Sub, L.L.C., a wholly-owned subsidiary of OpCo Parent ("OpCo Merger Sub" and, together with Manager Merger Sub and Company Merger Sub, the "Merger Subs"), Endeavor Manager, LLC, a subsidiary of the Issuer ("Manager"), Endeavor Operating Company, LLC, a subsidiary of Manager and indirect subsidiary of the Issuer ("OpCo"), and the other parties thereto, consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of April 2, 2024 (the "Merger Agreement").
( 9 )Pursuant to the Merger Agreement, (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving such merger, collectively owned, directly or indirectly, by OpCo Parent, Manager and certain rollover holders ("Rollover Holders"), (b) immediately following the OpCo merger, Manager Merger Sub merged with and into Manager, with Manager surviving such merger, wholly-owned by the Issuer, and (c) immediately following the Manager merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving such merger, collectively owned, directly or indirectly, by Holdco Parent and certain Rollover Holders (collectively, the "Mergers"). Each issued and outstanding share of Issuer common stock and Endeavor Operating Company Units held by the Parent Entities or any of their respective affiliates and the Rollover Holders that were issued and outstanding as of immediately prior to the effective time of the Mergers were unaffected by the Mergers and remained issued and outstanding.
( 10 )Pursuant to the terms of the Merger Agreement, each share of Issuer's common stock and Endeavor Operating Company Units outstanding immediately prior to the effective time of the Mergers (other than certain excluded shares, including certain rollover interests) was canceled and converted automatically into the right to receive $27.50 in cash per share and/or unit, as applicable, without interest and subject to, and in accordance with, the terms of the Merger Agreement. All shares of Class X and Y common stock of the Issuer were canceled for no consideration.
( 11 )Reflects Class A common stock and/or Endeavor Operating Company Units acquired at a price of $27.50 per share or unit, as applicable, pursuant to the terms of the Merger Agreement and the other transactions contemplated thereby.
( 12 )Reflects an adjustment upon a reconciliation of the records.

Remarks:
The numbers reported herein are based on good faith estimates.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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