Form 4 for TKO TKO Group Holdings
Accepted 2023-09-12 00:00:00 ET · period of report 2023-09-12 · accession 0000899243-23-018808 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-09-12 | 2023-09-12 | TKO | Emanuel Ariel | CEO, Dir, 10% | A - Grant | — | +89.62M | 76.71M | New | — |
| DMI | 2023-09-12 | 2023-09-12 | TKO | Emanuel Ariel | CEO, Dir, 10% | A - Grant | — | +89.62M | 6.54M | New | — |
| D | 2023-09-12 | 2023-09-12 | TKO | Emanuel Ariel | CEO, Dir, 10% | A - Grant | $0.00 | +388.2K | 388.2K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock | 2023-09-12 | A | A | 6,362,799 | — | 6,362,799 | I By January Capital HoldCo, LLC | — | — | (F1) Represents securities received as part of the Issuer's reorganization in connection with Merger, as defined in the Transasction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023). These securities were previously reported on a Form 3 filed by the Reporting Person. (F2) Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| 2 | Common | Class B Common Stock | 2023-09-12 | A | A | 6,542,033 | — | 6,542,033 | I By January Capital Sub, LLC | — | — | (F1) Represents securities received as part of the Issuer's reorganization in connection with Merger, as defined in the Transasction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023). These securities were previously reported on a Form 3 filed by the Reporting Person. (F2) Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| 3 | Common | Class B Common Stock | 2023-09-12 | A | A | 76,712,059 | — | 76,712,059 | I By Endeavor Operating Company, LLC | — | — | (F1) Represents securities received as part of the Issuer's reorganization in connection with Merger, as defined in the Transasction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023). These securities were previously reported on a Form 3 filed by the Reporting Person. (F2) Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| 4 | Derivative | Common Units | 2023-09-12 | A | A | 76,712,059 | — | 76,712,059 | I By Endeavor Operating Company, LLC | — · — to — | 76,712,059 Class A Common Stock | (F1) Represents securities received as part of the Issuer's reorganization in connection with Merger, as defined in the Transasction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023). These securities were previously reported on a Form 3 filed by the Reporting Person. (F2) Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. (F3) The Common Units are redeemable by the holder for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 5 | Derivative | Restricted Stock Unit | 2023-09-12 | A | A | 388,162 | $0.00 | 388,162 | D | — · — to — | 388,162 Class A Common Stock | (F4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer. (F5) The RSUs were granted on September 12, 2023 and will vest in four equal annual installments beginning on the first anniversary of the grant date. |
| 6 | Derivative | Common Units | 2023-09-12 | A | A | 6,362,799 | — | 6,362,799 | I By January Capital Holdco, LLC | — · — to — | 6,362,799 Class A Common Stock | (F1) Represents securities received as part of the Issuer's reorganization in connection with Merger, as defined in the Transasction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023). These securities were previously reported on a Form 3 filed by the Reporting Person. (F2) Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. (F3) The Common Units are redeemable by the holder for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 7 | Derivative | Common Units | 2023-09-12 | A | A | 6,542,033 | — | 6,542,033 | I By January Capital Sub, LLC | — · — to — | 6,542,033 Class A Common Stock | (F1) Represents securities received as part of the Issuer's reorganization in connection with Merger, as defined in the Transasction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023). These securities were previously reported on a Form 3 filed by the Reporting Person. (F2) Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. (F3) The Common Units are redeemable by the holder for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |