Sec Form 4 Filing - Whitesell Patrick @ TKO Group Holdings, Inc. - 2025-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Whitesell Patrick
2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [ TKO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2025
(Street)
BEVERLY HILLS, CA90210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 02/28/2025 A( 1 ) 2,155,188 A 2,155,188 ( 2 ) I By Endeavor Operating Company, LLC ( 3 )
Class B Common Stock 02/28/2025 A( 1 ) 24,386,536 A 24,386,536 I By IMG Worldwide, LLC ( 3 )
Class B Common Stock 83,074,858 ( 2 ) I By January Capital HoldCo, LLC ( 3 )
Class B Common Stock 6,542,033 I By January Capital Sub, LLC ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units ( 4 ) ( 5 ) 02/28/2025 A( 1 ) 2,155,188 ( 5 ) ( 5 ) Class A Common Stock 2,155,188 ( 1 ) 2,155,188 ( 6 ) I By Endeavor Operating Company, LLC ( 3 )
Common Units ( 4 ) ( 5 ) 02/28/2025 A( 1 ) 24,386,536 ( 5 ) ( 5 ) Class A Common Stock 24,386,536 ( 1 ) 24,386,536 I By IMG Worldwide, LLC ( 3 )
Common Units ( 4 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 83,074,858 ( 6 ) 83,074,858 ( 6 ) I By January Capital Holdco, LLC ( 3 )
Common Units ( 4 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 6,542,033 6,542,033 I By January Capital Sub, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whitesell Patrick
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X
Endeavor Group Holdings, Inc.
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA90210
X
Signatures
/s/ Robert Hilton, Attorney-in-fact for Patrick Whitesell 02/28/2025
Signature of Reporting Person Date
Endeavor Group Holdings, Inc., By: /s/ Robert Hilton, Attorney-in-fact for Patrick Whitesell, Executive Chairman 02/28/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities received in exchange for the transfer by Endeavor Operating Company, LLC ("EOC") and IMG Worldwide, LLC ("IMG Worldwide") of certain assets to the Issuer and TKO Operating Company, LLC ("TKO OpCo") pursuant to the terms of that certain Transaction Agreement, dated as of October 23, 2024, as amended, by and among EOC, Endeavor Group Holdings, Inc. ("EGH"), Trans World International, LLC, the Issuer and TKO OpCo.
( 2 )Reflects a transfer of 76,712,059 shares of Class B Common Stock that was exempt from reporting.
( 3 )EGH is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. IMG Worldwide LLC is an indirect wholly owned subsidiary of EGH. Mr. Whitesell 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. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
( 4 )Represents membership interests in TKO OpCo.
( 5 )The Common Units are redeemable by the holders 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.
( 6 )Reflects a transfer of 76,712,059 Common Units that was exempt from reporting.

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