0000899243-21-017523.txt : 20210429 0000899243-21-017523.hdr.sgml : 20210429 20210429215027 ACCESSION NUMBER: 0000899243-21-017523 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210429 FILED AS OF DATE: 20210429 DATE AS OF CHANGE: 20210429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAUSS SETH D CENTRAL INDEX KEY: 0001393280 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40373 FILM NUMBER: 21873463 MAIL ADDRESS: STREET 1: C/O TAKE-TWO INTERACTIVE SOFTWARE, INC. STREET 2: 222 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Endeavor Group Holdings, Inc. CENTRAL INDEX KEY: 0001766363 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 833340169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 285-9000 MAIL ADDRESS: STREET 1: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-04-29 0 0001766363 Endeavor Group Holdings, Inc. EDR 0001393280 KRAUSS SETH D 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 0 1 0 0 Chief Legal Officer Stock Option 24.00 2031-04-28 Class A Common Stock 57291 D Stock Option 24.00 2031-04-28 Class A Common Stock 19097 D Units of Executive Holdco Units of Endeavor Operating Company 349274 D Profits Units Units of Endeavor Operating Company 92244 D Profits Units Units of Endeavor Operating Company 91870 D The stock option is vested and exercisable as to a third of the underlying shares, and the remaining two-thirds will vest and become exercisable in two equal annual installments beginning on April 28, 2022. The stock option will vest and become exercisable in three equal annual installments beginning on December 31, 2021. Represents 137,210 limited liability company units of Endeavor Executive Holdco, LLC and 212,064 limited liability company units of Endeavor Executive PIU Holdco, LLC. Each of the units is exchangeable on a 1-for-1 basis for 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. The profits units are fully vested. 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. Each profits unit represents the right to receive, on a 1-for-1 basis, limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer, 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. Exhibit 24 - Power of Attorney. /s/ Robert Hilton, Attorney-in-fact 2021-04-29 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Robert Hilton, and with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer and/or director of Endeavor Group Holdings,
            Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section
            16(a) of the Securities Exchange Act of 1934 and the rules
            thereunder;

        (2) do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5, complete and execute any amendment or amendments
            thereto, and timely file such form with the SEC and any stock
            exchange or similar authority; and

        (3) take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 26th day of June, 2019.

                                        /s/ Seth D. Krauss
                                        --------------------------
                                        Seth D. Krauss