| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/02/2024 |
3. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 A Common Stock | 2,232,747 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects securities held directly by Fifteenth Investment Company LLC, a wholly owned subsidiary of Mamoura Diversified Global Holding PJSC. Mamoura Diversified Global Holding PJSC is a wholly owned subsidiary of Mubadala Investment Company PJSC. |
| Remarks: |
| As disclosed in a Schedule 13D filed by the Reporting Persons, by virtue of certain agreements entered into with certain affiliates of Silver Lake Group, L.L.C. (collectively, "Silver Lake") in connection with the proposed acquisition of the Issuer pursuant to the Agreement and Plan of Merger, dated as of April 2, 2024, by and among the Issuer, Wildcat EGH Holdco, L.P., an affiliate of Silver Lake, and other parties thereto, the Reporting Persons may be deemed to have formed a "group" with affiliates of Silver Lake for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that the Reporting Persons and Silver Lake are members of any such group or that transactions in the Issuer's securities by the Reporting Persons are subject to Section 16 of the Exchange Act. |
| /s/ Samer Halawa, Chief Legal Officer, Mubadala Investment Company PJSC | 04/09/2024 | |
| /s/ Samer Halawa, Chief Legal Officer, Mamoura Diversified Global Holdings PJSC | 04/09/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||