Form 4: Endeavor Group Holdings Insiders Report Changes in Beneficial Ownership Following Merger
SEC Form 4
Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC, and Endeavor Executive II Holdco, LLC, report changes in beneficial ownership of Endeavor Group Holdings, Inc. securities following a merger, including the cancellation of Class X and Class Y common stock and the conversion of OpCo Units and profits units into cash.
Summary
- Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC, and Endeavor Executive II Holdco, LLC, filed Form 4 documents detailing changes in their beneficial ownership of Endeavor Group Holdings, Inc. (EDR) securities.
- The filings relate to transactions occurring on March 24, 2025, pursuant to a merger agreement dated April 2, 2024.
- As part of the merger, Class X and Class Y common stock were cancelled.
- Executive Holdco and PIU Holdco exchanged 4,256,098 and 1,841,179 limited liability company units, respectively, for OpCo Units on a 1-for-1 basis.
- Outstanding OpCo Units were converted into the right to receive $27.50 in cash per unit, subject to certain exceptions and withholding taxes.
- Outstanding profits units were also converted into the right to receive cash payments, calculated as $27.50 less a per-unit hurdle amount ($16.54 or $23.16 depending on the unit), subject to certain exceptions and withholding taxes.
Sentiment
Score: 6
Explanation: The document is a standard regulatory filing related to a merger. The sentiment is neutral as it primarily reports factual changes in ownership.
Industry Context
Form 4 filings are standard practice when insiders of a publicly traded company have transactions involving the company's securities. This filing reflects the impact of a merger on the holdings of key executives and related entities.
Stakeholder Impact
- Shareholders are impacted by the merger and the resulting changes in the company's capital structure.
- Executives and related entities are impacted by the conversion of their holdings into cash.
Key Dates
| Date | Description |
|---|---|
| 2019-06-11 | Date of Power of Attorney execution by Mark Shapiro. |
| 2024-04-02 | Date of the Merger Agreement. |
| 2025-03-24 | Date of the transactions reported in Form 4. |
| 2025-03-26 | Date of Form 4 signatures. |
Keywords
beneficial ownership, Form 4, Endeavor Group Holdings, merger, OpCo Units, profits units, Executive Holdco, PIU Holdco, securities, cash conversion
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