SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Emanuel Ariel

(Last)

(First)

(Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2021

3. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ]

4. 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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class X Common Stock⁽¹⁾	10,153,217	D
Class Y Common Stock⁽²⁾	10,153,217	D
Class X Common Stock⁽¹⁾	32,535,039	I	See footnote⁽³⁾
Class Y Common Stock⁽²⁾	32,535,039	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Units of Endeavor Operating Company	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,193,328	⁽⁴⁾	D
Units of Endeavor Operating Company	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	32,535,039	⁽⁴⁾	I	See footnote⁽³⁾
Profits Units	⁽⁵⁾	⁽⁵⁾	Units of Endeavor Operating Company	5,959,889	⁽⁶⁾	D

Explanation of Responses:

1. Shares of Class X Common Stock of the Issuer have no economic rights and entitiles its holder to one vote per share. The Issuer's Class X Common Stock will automatically be cancelled for no consideration upon the receipt of a share of the Issuer's Class A Common Stock issued as a result of a redemption of limited liability company units of Endeavor Operating Company, LLC.

2. 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 cancelled/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.

3. Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by an executive committee composed of the Reporting Person and Patrick Whitesell.

4. Represents 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 1-for-1 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.

5. The profits units are fully vested.

6. Each profits unit represents the right to receive a fractional number of limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer equal to the difference between the fair market value of the limited liability company units of Endeavor Operating Company, LLC and $23.16 divided by the fair market value of a limited liability company unit at the time of redemption, provided that, in limited circumstance, the profits units will be redeemable for less than the foregoing in the event the fair market value of a limited liability company unit of Endeavor Operating Company, LLC at the time of redemption does not exceed (and prior to the time of redemption has not exceeded) $25.10.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Robert Hilton, Attorney-in-fact	04/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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