Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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MCMAHON VINCENT K
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2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [TKO]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O MCMAHON VENTURES , 1055 WASHINGTON BLVD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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STAMFORD
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CT
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06901
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MCMAHON VINCENT K
C/O MCMAHON VENTURES
1055 WASHINGTON BLVD
STAMFORD, CT06901
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Signatures
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/s/ Vincent K. McMahon
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2024-03-28
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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(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.
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