MANU Manchester United Plc

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Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 23, 2013, as previously amended (the “Statement”), relating to 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”).  Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

Item 2.                             Identity and Background.

Item 2 of the Statement is amended and restated in its entirety as follows:

This statement is being filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

1)              Kevin Glazer Irrevocable Exempt Family Trust (the “Trust”);

2)              KEGT Holdings LLC (the “LLC”) and

3)              Kevin E. Glazer (the “Trustee”).

The Trust is organized in the State of Nevada.  The LLC is organized in the State of Delaware.  The Trustee is a citizen of the United States of America and is the trustee of the Trust.  The business address for each of the Reporting Persons is c/o Manchester United plc, Sir Matt Busby Way, Old Trafford, Manchester, England, M16 0RA.

The present principal occupation of the Trustee is Director of the Issuer and Co-Chairman of First Allied Corporation. The LLC was formed for the purposes of holding shares of the Issuer, and its sole member is the Trust.

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.                             Purpose of Transaction.

Item 4 of the Statement is amended and supplemented by inserting the following information:

On August 23, 2017, Red Football LLC transferred 4,587,472 Class B ordinary shares to KEGT Holdings LLC and 16,311,894 Class B ordinary shares to the Trust for no consideration in an estate planning transaction.

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Item 6 below summarizes certain provisions of a line of credit and is incorporated herein by reference.

Item 5.                             Interest in Securities of the Issuer.

Item 5 of the Statement is amended and restated in its entirety as follows:

(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, based 40,025,278 Class A ordinary shares outstanding as of August 15, 2017.

The LLC and the Trust are the record holders of 4,587,472 and 16,311,894 Class B ordinary shares, respectively, which are convertible on a one-for-one basis into Class A ordinary shares at any time at the option of the holder.  The Trust is the sole member of the LLC, and in such capacity may be deemed to beneficially own the shares held of record by the LLC. The Trustee is a trustee of the Trust, and in such capacity may be deemed to beneficially own the shares held of record by the Trust and the LLC.

(c)                                   Except as reported in Item 4 above, during the past 60 days none 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 as follows:

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On August 23, 2017, KEGT Holdings LLC entered into a line of credit with CPPIB Credit Investments Inc. and Albacore Partners I Investment Holdings B DAC, pursuant to which 4,587,472 Class B ordinary shares were provided as security.

Except as set forth herein, none 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, finder’s 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.

Item 7.                Materials to be Filed as Exhibits.

Item 7 of the Statement is amended to replace the Joint Filing Agreement previously filed as Exhibit 1 with the exhibit of the same number filed herewith.

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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 30, 2017

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