Form 4 for TKO TKO Group Holdings
Accepted 2024-03-28 00:00:00 ET · period of report 2024-03-05 · accession 0000950170-24-038231 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-03-28 | 2024-03-05 | TKO | MCMAHON VINCENT K | 10% | J - Other | — | -3.48M | 11.52M | -23% | — |
| D | 2024-03-28 | 2024-03-05 | TKO | MCMAHON VINCENT K | 10% | J - Other | — | -3.48M | 0 | -100% | — |
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 A Common Stock | 2024-03-05 | J | D | 3,484,006 | — | 11,518,099 | D | — | — | (F1) In the Form 3, filed with the U.S. Securities and Exchange Commission on September 12, 2023, the Reporting Person included the 3,484,006 shares of the Issuer's Class A common stock subject to the Agreement (as defined below) in both his Table I and Table II totals. This adjustment is to reflect the erroneous inclusions of such shares in Table I. (F2) Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares. |
| 2 | Derivative | Forward Sale Contract (obligation to sell) | 2024-03-05 | J | D | 3,484,006 | — | 0 | D | — · — to — | 3,484,006 Class A Common Stock | (F3) On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank. (F4) (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank. |