0001104659-15-011286.txt : 20150218 0001104659-15-011286.hdr.sgml : 20150216 20150217163156 ACCESSION NUMBER: 0001104659-15-011286 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: RED FOOTBALL GENERAL PARTNERS INC. GROUP MEMBERS: RED FOOTBALL LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Manchester United plc CENTRAL INDEX KEY: 0001549107 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 981063519 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86956 FILM NUMBER: 15623229 BUSINESS ADDRESS: STREET 1: Old Trafford CITY: Manchester STATE: X0 ZIP: M16 ORA BUSINESS PHONE: 44(0)1618688000 MAIL ADDRESS: STREET 1: Old Trafford CITY: Manchester STATE: X0 ZIP: M16 ORA FORMER COMPANY: FORMER CONFORMED NAME: Manchester United Ltd. DATE OF NAME CHANGE: 20120503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Football LLC CENTRAL INDEX KEY: 0001569722 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 700 CROSSROADS BUILDING STREET 2: 2 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14614 BUSINESS PHONE: 585-987-2820 MAIL ADDRESS: STREET 1: 700 CROSSROADS BUILDING STREET 2: 2 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14614 SC 13G 1 a15-4590_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 


 

MANCHESTER UNITED PLC

(Name of Issuer)

Class A ordinary shares, par value $0.0005 per share

(Title of Class Securities)

G5784H106

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)


 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's 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).

 



 

CUSIP No. G5784H106

Schedule 13G

 

 

 

1

Names of Reporting Persons
Red Football LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
114,019,033

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
114,019,033

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
114,019,033

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
78.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

1



 

CUSIP No. G5784H106

Schedule 13G

 

 

 

1

Names of Reporting Persons
Red Football Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Nevada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
114,019,033

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
114,019,033

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
114,019,033

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
78.0%

 

 

12

Type of Reporting Person
PN

 

2



 

CUSIP No. G5784H106

Schedule 13G

 

 

 

1

Names of Reporting Persons
Red Football General Partner Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Nevada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
114,019,033

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
114,019,033

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
114,019,033

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
78.0%

 

 

12

Type of Reporting Person
CO

 

3



 

CUSIP No. G5784H106

Schedule 13G

 

 

Item 1.

(a)

Name of Issuer:
Manchester United plc (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
Old Trafford, Manchester M16 0RA, United Kingdom

 

Item 2.

(a)

Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

Red Football LLC

Red Football Limited Partnership

Red Football General Partner Inc.

 

(b)

Address or Principal Business Office:
The business address of each of the Reporting Persons is 270 Commerce Drive, Rochester, New York 14623.

 

(c)

Citizenship of each Reporting Person is:
Red Football LLC is organized in the state of Delaware.  Each of Red Football Limited Partnership and Red Football General Partner Inc. is organized in the state of Nevada.

 

(d)

Title of Class of Securities:
Class A ordinary shares, par value $0.0005 per share

 

(e)

CUSIP Number:
G5784H106

 

Item 3.

Only required if filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

 

Not applicable.

 

4



 

CUSIP No. G5784H106

Schedule 13G

 

 

Item 4.

Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Class A ordinary shares of the Issuer as of December 31, 2014, based upon 146,247,169 Class A ordinary shares issued and outstanding consisting of (i) 39,797,169 Class A ordinary shares issued and outstanding on December 31, 2014, and (ii) 106,450,000 Class A ordinary shares issuable upon conversion on a one-for-one basis of 106,450,000 Class B ordinary shares held of record by Red Football LLC.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition

of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Red Football LLC

 

114,019,033

 

78.0

%

0

 

114,019,033

 

0

 

114,019,033

 

Red Football Limited Partnership

 

114,019,033

 

78.0

%

0

 

114,019,033

 

0

 

114,019,033

 

Red Football General Partner Inc.

 

114,019,033

 

78.0

%

0

 

114,019,033

 

0

 

114,019,033

 

 

Red Football LLC is the record holder of 7,569,033 Class A ordinary shares and 106,450,000 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.

 

Red Football LLC is a wholly-owned subsidiary of Red Football Limited Partnership.  The general partner of Red Football Limited Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants of Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership interests in Red Football Limited Partnership.  Accordingly, each of Red Football Limited Partnership and Red Football General Partner Inc. may be deemed to share beneficial ownership of the Class A ordinary shares and Class B ordinary shares owned of record by Red Football LLC.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

5



 

CUSIP No. G5784H106

Schedule 13G

 

 

Item 10.

Certification

 

Not applicable.

 

Signature

 

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.

 

Dated:  February 17, 2014

 

 

 

 

Red Football LLC

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

 

 

Red Football Limited Partnership

 

 

 

By:

Red Football General Partner, Inc.,

 

 

its managing partner

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

 

 

 

 

Red Football General Partner Inc.

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

6



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

7


EX-99 2 a15-4590_1ex99.htm EX-99

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Class A ordinary shares beneficially owned by each of them Manchester United plc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 17th day of February, 2014.

 

 

 

Red Football LLC

 

 

 

By:

/s/ Joel Glazer

 

Name:

Joel Glazer

 

Title:

President

 

 

 

Red Football Limited Partnership

 

 

 

By:

Red Football General Partner, Inc.,

 

 

its managing partner

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

 

 

 

 

Red Football General Partner Inc.

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President