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TKO Group Holdings Inc.

01/22/2025 | Press release | Distributed by Public on 01/22/2025 20:30

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Silver Lake West HoldCo, L.P.

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)

C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2025

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 A Common Stock	01/17/2025		P⁽¹⁾		61,296⁽²⁾⁽³⁾	A	$142.57⁽⁴⁾	743,083	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/17/2025		P⁽¹⁾		63,993⁽²⁾⁽³⁾	A	$143.52⁽⁵⁾	807,076	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/17/2025		P⁽¹⁾		300⁽²⁾⁽³⁾	A	$144	807,376	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/21/2025		P⁽¹⁾		2,931⁽²⁾⁽³⁾	A	$142.86⁽⁶⁾	810,307	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/21/2025		P⁽¹⁾		20,624⁽²⁾⁽³⁾	A	$143.51⁽⁷⁾	830,931	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/21/2025		P⁽¹⁾		84,921⁽²⁾⁽³⁾	A	$144.33⁽⁸⁾	915,852	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/22/2025		P⁽¹⁾		44,893⁽²⁾⁽³⁾	A	$143.39⁽⁹⁾	960,745	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/22/2025		P⁽¹⁾		61,834⁽²⁾⁽³⁾	A	$144⁽¹⁰⁾	1,022,579	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/22/2025		P⁽¹⁾		7,917⁽²⁾⁽³⁾	A	$144.92⁽¹¹⁾	1,030,496	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock	01/22/2025		P⁽¹⁾		1,308⁽²⁾⁽³⁾	A	$146.13⁽¹²⁾	1,031,804	I	By Endeavor Operating Company, LLC⁽²⁾⁽³⁾
Class A Common Stock								1,825,030	I	By WME IMG, LLC⁽²⁾⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number.	SEC 1474 (9-02)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Silver Lake West HoldCo, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
Silver Lake West HoldCo II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
Silver Lake West VoteCo, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
Durban Egon C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X	X

Signatures

By: /s/ Andrew J. Schader, Attorney-in-fact for Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo, L.P.	01/22/2025
^**Signature of Reporting Person	Date
By: /s/ Andrew J. Schader, Attorney-in-fact for Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo II, L.P.	01/22/2025
^**Signature of Reporting Person	Date
By: /s/ Andrew J. Schader, Attorney-in-fact for Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C.	01/22/2025
^**Signature of Reporting Person	Date
/s/ Andrew J. Schader, Attorney-in-fact for Egon Durban	01/22/2025
^**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The purchases by Endeavor Operating Company, LLC ("EOC") of shares of Class A Common Stock of TKO Group Holdings, Inc. reported herein were effected pursuant to a Rule 10b5-1 trading plan adopted by EOC on December 17, 2024 and expiring on or prior to March 31, 2025.
(2)	WME IMG, LLC is an indirect wholly owned subsidiary of Endeavor Group Holdings, Inc. ("EGH"). 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. Silver Lake West Holdco, L.P. and Silver Lake West Holdco II, L.P. (the "Silver Lake Equityholders") have designated members of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH.
(3)	(continued from footnote 2) Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of the Silver Lake Equityholders. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. Securities reported on this Form 4 are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer.
(4)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.00 to $142.99 inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(5)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $143.00 to $143.99, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(6)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $141.98 to $142.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(7)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.98 to $143.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(8)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $143.98 to $144.69, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(9)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.58 to $143.57, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(10)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $143.58 to $144.57, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(11)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $144.58 to $145.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(12)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $145.70 to $146.45, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons other than Mr. Durban are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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