SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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X
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CANADA PENSION PLAN INVESTMENT BOARD

(Last) (First) (Middle)
ONE QUEEN STREET EAST, SUITE 2500

(Street)
TORONTO A6 M5C 2W5

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks.
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 03/24/2025 S 21,038,712 D $27.5 0 I See Footnote(1)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. These shares were held by CPP Investment Board (USRE III) Inc. ("USRE III"), a wholly-owned subsidiary of Canada Pension Plan Investment Board.
Remarks:
USRE III was party to a Stockholders Agreement, dated as of April 28, 2021, by and among the issuer, certain executive stockholders of the issuer, certain entities affiliated with Silver Lake Group, L.L.C., Jasmine Ventures Pte. Ltd. and certain other stockholders of the issuer, pursuant to which USRE III agreed, among other things, with the issuer to vote USRE III's shares of the issuer in favor of certain individuals designated by certain other stockholders to the issuer's board of directors. As a result of such Stockholders Agreement, the reporting person may have been deemed to be a member of a "group" (for purposes of Rule 13d-5 of the Securities Exchange Act of 1934, as amended) with certain other stockholders, and the reporting person had filed a Form 3 out of an abundance of caution. Such Stockholders Agreement has been terminated as a result of the merger of Wildcat Pubco Merger Sub, Inc. with the issuer on March 24, 2025.
CANADA PENSION PLAN INVESTMENT BOARD, By: /s/ Kathryn Daniels, Managing Director, Head of Compliance 03/26/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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