0001104659-15-060082.txt : 20150814 0001104659-15-060082.hdr.sgml : 20150814 20150814163202 ACCESSION NUMBER: 0001104659-15-060082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150814 GROUP MEMBERS: EDWARD S. GLAZER 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86956 FILM NUMBER: 151056386 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: Edward S. Glazer Irrevocable Exempt Trust CENTRAL INDEX KEY: 0001582401 IRS NUMBER: 656458478 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WOODS OVIATT GILMAN LLP STREET 2: 700 CROSSROADS BUILDING CITY: ROCHESTER STATE: NY ZIP: 14614 BUSINESS PHONE: (585) 987-2800 MAIL ADDRESS: STREET 1: C/O WOODS OVIATT GILMAN LLP STREET 2: 700 CROSSROADS BUILDING CITY: ROCHESTER STATE: NY ZIP: 14614 SC 13D/A 1 a15-17152_6sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(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. 2)*

 

MANCHESTER UNITED PLC

(Name of Issuer)

 

Class A ordinary shares, par value $0.0005 per share

(Title of Class of Securities)

 

G5784H106

(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)

 

August 14, 2015

(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 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

13D

 

 

 

1

Names of Reporting Persons
Edward S. Glazer Irrevocable Exempt Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,000,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,000,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14

Type of Reporting Person
OO

 

1



 

CUSIP No. G5784H106

13D

 

 

 

1

Names of Reporting Persons
Edward S. Glazer

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,000,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,000,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14

Type of Reporting Person
IN

 

2



 

CUSIP No. G5784H106

13D

 

 

Explanatory Note This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is filed by the Edward S. Glazer Irrevocable Exempt Trust (the “Trust”) and Edward S. 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. 2 amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission August 23, 2013, as previously 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.

 

Item 5.                            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.  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

 

Amount
beneficially
owned(1)

 

Percent
of class(2)

 

Sole
power to
vote or
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

 

Edward S. Glazer Irrevocable Exempt Trust

 

4,000,000

 

9.1

%

0

 

4,000,000

 

0

 

4,000,000

 

Edward S. Glazer

 

4,000,000

 

9.1

%

0

 

4,000,000

 

0

 

4,000,000

 

 

3



 

CUSIP No. G5784H106

13D

 

 


(1)                  The Trust is the record holder of 4,000,000 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, 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.

 

4



 

CUSIP No. G5784H106

13D

 

 

Item 7.               Materials to be Filed as Exhibits

Exhibit
Number

 

Description

 

 

 

1

 

Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Statement filed by the Reporting Persons on August 23, 2013).

 

 

 

4

 

Assignment of Shares dated August 14, 2015.

 

5



 

CUSIP No. G5784H106

13D

 

 

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

 

 

 

 

Edward S. Glazer Irrevocable Exempt Trust

 

 

 

by:

/s/ Edward S. Glazer

 

Name:

Edward S. Glazer

 

Title:

Trustee

 

 

 

 

 

 

 

Edward S. Glazer

 

 

 

by:

/s/ Edward S. Glazer

 

Name:

Edward S. Glazer

 

6


EX-4 2 a15-17152_6ex4.htm EX-4

Exhibit 4

 

ASSIGNMENT OF SHARES

(Edward S. 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 Edward S. 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.

 

 

ASSIGNOR

 

 

 

Red Football Limited Partnership

 

 

 

 

Red Football General Partner, Inc., its Managing Partner

 

 

 

 

 

 

 

 

By:

/s/ Joel M. Glazer

 

 

 

 

Joel M. Glazer

 

 

 

President

 

 

 

 

 

 

 

ASSIGNEE

 

 

 

Edward S. Glazer Irrevocable Exempt Trust

 

 

 

 

By:

/s/ Edward S. Glazer

 

 

 

Edward S. Glazer

 

 

Trustee