0000899243-21-017525.txt : 20210429 0000899243-21-017525.hdr.sgml : 20210429 20210429215212 ACCESSION NUMBER: 0000899243-21-017525 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: Whitesell Patrick CENTRAL INDEX KEY: 0001531362 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40373 FILM NUMBER: 21873470 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD, SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 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 0001531362 Whitesell Patrick 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 1 1 1 0 Executive Chairman Class X Common Stock 6553156 D Class Y Common Stock 6553156 D Class X Common Stock 32535039 I See footnote Class Y Common Stock 32535039 I See footnote Units of Endeavor Operating Company Class A Common Stock 593267 D Units of Endeavor Operating Company Class A Common Stock 32535039 I See footnote Profits Units Units of Endeavor Operating Company 5959889 D 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. 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. 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 Ariel Emanuel. 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. 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, 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 each of Seth Krauss and Robert Hilton or any of them signing singly,
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 each 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 11th day of June, 2019.



                          /s/ Patrick Whitesell
                          ----------------------------
                          Patrick Whitesell