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*
MCMAHON VINCENT K
(Last) (First) (Middle)
C/O WORLD WRESTLING ENTERTAINMENT
1241 EAST MAIN STREET
(Street)
STAMFORD CT 06902
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WORLD WRESTLING ENTERTAINMENT, LLC [ WWE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023
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 09/12/2023 A 31,141 A (1) 152,259(2) D
Class A Common Stock 09/12/2023 D 69,157(3) D (4) 83,102(2) D
Class A Common Stock 09/12/2023 D 83,102 D (5) 0 D
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
Class B Common Stock (4) 09/12/2023 D 28,682,948 (6) (6) Class A Common Stock 28,682,948 $0.00 0 D
Explanation of Responses:
1. In connection with the closing of the transactions under the Transaction Agreement (as defined below), performance stock units of World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc., "WWE"), which were granted in February 2023, subject to financial and/or operational performance goals, were equitably adjusted into time-based WWE restricted stock units ("RSUs") at target level, subject to vesting over three years. Each WWE RSU reflects the right to receive one share of WWE Class A common stock following vesting.
2. Also includes shares acquired as a result of dividend accruals, all of which are exempt under Section 16.
3. Excludes 100 shares of Class A common stock of WWE owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.
4. Pursuant to the Transaction Agreement, dated as of April 2, 2023, among WWE, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), TKO Group Holdings, Inc. (f/k/a New Whale Inc., "TKO") and Whale Merger Sub Inc (the "Transaction Agreement"), each share of WWE common stock was converted into the right to receive one share of TKO Class A common stock.
5. Pursuant to the Transaction Agreement, each outstanding award of time-based WWE RSUs was converted into an award of TKO RSUs, on the same terms and conditions as were applicable under the original WWE RSUs immediately prior to the effective time of the conversion (including any provisions for acceleration) on a one-to-one basis.
6. N/A
Remarks:
/s/ Vincent K. McMahon 09/12/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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