Amended Statement of Beneficial Ownership (sc 13d/a)
August 14 2015 - 4:32PM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Class A ordinary shares, par value $0.0005 per share
(Title of Class of Securities)
(CUSIP Number)
c/o Manchester United plc
Old Trafford
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
Names of Reporting Persons Bryan G. Glazer Irrevocable Exempt Trust |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Source of Funds OO |
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Nevada |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 7,000,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 7,000,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000 |
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 14.9% |
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14 |
Type of Reporting Person OO |
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1
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1 |
Names of Reporting Persons Bryan G. Glazer |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Source of Funds OO |
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization United States of America |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 7,000,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 7,000,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000 |
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 14.9% |
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14 |
Type of Reporting Person IN |
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2
Explanatory Note
This Amendment No. 1 to Schedule 13D (Amendment No. 1) is filed by the Bryan G. Glazer Irrevocable Exempt Trust (the Trust) and Bryan G. Glazer (the Trustee and, together with the Trust, the Reporting Persons) and relates to the Class A ordinary shares, par value $0.0005 per share (the Class A ordinary shares) of Manchester United plc, a Cayman Islands company (the Issuer). Amendment No. 1 amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission August 23, 2013 (as so amended, the Statement).
Item 4. Purpose of Transaction
Item 4 of the Statement is amended and supplemented by inserting the following information.
On August 14, 2015, Red Football Limited Partnership, a Nevada limited partnership (Red Football LP), assigned 3,500,000 Class B ordinary shares of the Issuer (the Ordinary Shares) to the Trust pursuant to an assignment of shares dated August 14, 2015 (the Assignment of Shares). No consideration was paid by the Trust for the Ordinary Shares.
The description of the Assignment of Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment of Shares which is filed as an exhibit to this Statement, and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated by the following.
(a) (b)
The following sets forth, as of the date of this Statement, the aggregate number and percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons, as well as the number of Class A ordinary shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.
Reporting Person |
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Amount beneficially owned(1) |
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Percent of class(2) |
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Sole power to vote or direct the vote |
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Shared power to vote or to direct the vote |
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Sole power to dispose or to direct the disposition of |
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Shared power to dispose or to direct the disposition of |
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Bryan G. Glazer Irrevocable Exempt Trust |
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7,000,000 |
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14.9 |
% |
0 |
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7,000,000 |
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0 |
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7,000,000 |
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Bryan G. Glazer |
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7,000,000 |
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14.9 |
% |
0 |
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7,000,000 |
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0 |
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7,000,000 |
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3
(1) The Trust is the record holder of 7,000,000 Class B ordinary shares, which are convertible on a one-for-one basis into Class A ordinary shares at any time at the option of the holder.
(2) Based on 39,873,074 Class A ordinary shares outstanding as of July 31, 2015, and assumes conversion of the Class B ordinary shares held by the Reporting Persons.
(c)
Except as reported in Item 4 above, during the past 60 days neither of the Reporting Persons has effected any transactions in the Class A ordinary shares of the Issuer.
(d)
None.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is amended and supplemented by inserting the following information.
Item 4 above summarizes certain provisions of the Assignment of Shares and is incorporated herein by reference. A copy of the Assignment of Shares is attached as an exhibit to this Statement, and is incorporated herein by reference.
Except as set forth herein, neither of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
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Item 7. Materials to be Filed as Exhibits
Exhibit Number |
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Description |
1 |
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Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Statement filed by the Reporting Persons on August 23, 2013). |
3 |
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Assignment of Shares dated August 14, 2015. |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 14, 2015
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Bryan G. Glazer Irrevocable Exempt Trust |
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by: |
/s/ Bryan G. Glazer |
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Name: |
Bryan G. Glazer |
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Title: |
Trustee |
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Bryan G. Glazer |
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by: |
/s/ Bryan G. Glazer |
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Name: |
Bryan G. Glazer |
6
Exhibit 3
ASSIGNMENT OF SHARES
(Bryan G. Glazer Irrevocable Exempt Trust)
This Assignment of Shares is made effective as of August 14, 2015 (the Effective Date), by and between Red Football Limited Partnership, a Nevada limited partnership (the Assignor) and Bryan G. Glazer Irrevocable Exempt Trust (the Assignee).
WHEREAS, Assignor desires to assign 3,500,000 Class B shares of Manchester United plc (the Assigned Shares) to Assignee, and Assignee desires to accept such assignment.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:
1. Assignor hereby assigns the Assigned Shares to Assignee, effective as of the Effective Date, and Assignee hereby accepts such assignment.
IN WITNESS WHEREOF, the parties have duly executed this Assignment of Shares as of the Effective Date.
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ASSIGNOR |
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Red Football Limited Partnership |
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Red Football General Partner, Inc., its Managing Partner |
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By: |
/s/ Joel M. Glazer |
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Joel M. Glazer |
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President |
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ASSIGNEE |
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Bryan G. Glazer Irrevocable Exempt Trust |
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By: |
/s/ Bryan G. Glazer |
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Bryan G. Glazer |
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Trustee |
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