| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EDR | Class A Common Stock | Options Exercise | +149K | +75.2% | 347K | Mar 24, 2025 | Direct | F1, F2, F3 | ||
| transaction | EDR | Class A Common Stock | Disposed to Issuer | -$9.55M | -347K | -100% | $27.50 | 0 | Mar 24, 2025 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EDR | Units of Executive Holdco | Conversion of derivative security | -559K | -29.24% | 1.35M | Mar 24, 2025 | Units of Endeavor Operating Company | 559K | Direct | F4 | |||
| transaction | EDR | Units of Endeavor Operating Company | Conversion of derivative security | +559K | +629.6% | 648K | Mar 24, 2025 | Class A Common Stock | 559K | Direct | F4 | |||
| transaction | EDR | Units of Endeavor Operating Company | Disposed to Issuer | -648K | -100% | 0 | Mar 24, 2025 | Units of Endeavor Operating Company | 648K | Direct | F5 | |||
| transaction | EDR | Stock Option | Disposed to Issuer | -1.15M | -100% | 0 | Mar 24, 2025 | Class A Common Stock | 1.15M | Direct | F6 | |||
| transaction | EDR | Profits Units | Disposed to Issuer | -212K | -100% | 0 | Mar 24, 2025 | Units of Endeavor Operating Company | 212K | Direct | F7 | |||
| transaction | EDR | Profits Units | Disposed to Issuer | -184K | -100% | 0 | Mar 24, 2025 | Units of Endeavor Operating Company | 184K | Direct | F8 | |||
| transaction | EDR | Restricted Stock Unit | Options Exercise | -149K | -100% | 0 | Mar 24, 2025 | Class A Common Stock | 149K | Direct | F9, F10 |
| Id | Content |
|---|---|
| F1 | Pursuant to that certain Agreement and Plan of Merger, dated April 2, 2024 (the "Merger Agreement") by and among the Issuer, Endeavor Manager, LLC ("Manager), Endeavor Operating Company, LLC ("OpCo"), Endeavor Executive Holdco, LLC ("Executive Holdco"), Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC ("PIU Holdco"), Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. ("Holdco Parent"), Wildcat PubCo Merger Sub, Inc., ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C ("Manager Merger Sub"), and Wildcat OpCo Merger Sub, L.L.C. ("OpCo Merger Sub"), (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving the merger (the "OpCo Merger"), |
| F2 | (continued) (b) immediately following the OpCo Merger, Manager Merger Sub merged with and into Manager, with Manager surviving the merger, wholly owned by the Issuer (the "Manager Merger") and (c) immediately following the Manager Merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger"), collectively owned, directly or indirectly, by Holdco Parent and certain other entities as described in the Merger Agreement (the "Effective Time"). At the Effective Time, each share of the Issuer's Class A common stock, par value $0.00001 per share ("Class A Common Stock"), outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes. |
| F3 | (continued) At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share, outstanding immediately prior to the effective time of the Merger, was automatically cancelled for no consideration. |
| F4 | Immediately prior to the effective time of the OpCo Merger, 414,290 limited liability company units of Executive Holdco and 144,565 limited liability company units of PIU Holdco held by the Reporting Person were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis. |
| F5 | At the effective time of the OpCo Merger, each outstanding OpCo Unit, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Units. |
| F6 | At the Effective Time, each outstanding option to acquire Class A Common Stock (each, a "Company Option") that had vested was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to certain tax deductions or withholdings, equal to the product of (a) the number of shares of Class A Common Stock subject to such Company Option, multiplied by (b) $27.50 less the $24.00 exercise price per share of such Company Option. |
| F7 | At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $23.16 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units. |
| F8 | At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $16.54 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units. |
| F9 | Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. |
| F10 | At the Effective Time, the restricted stock units were accelerated and vested in full. |
1. President and Chief Operating Officer