0001104659-17-009133.txt : 20170214 0001104659-17-009133.hdr.sgml : 20170214 20170214132059 ACCESSION NUMBER: 0001104659-17-009133 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: JOHANNES HENDRIKUS HUBERT DE MOL GROUP MEMBERS: STICHTING ADMINISTRATIEKANTOOR TALPA BEHEER GROUP MEMBERS: THEATRUM NOVUM C.V. GROUP MEMBERS: THEATRUM NOVUM MANAGEMENT B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WRESTLING ENTERTAINMENTINC CENTRAL INDEX KEY: 0001091907 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 042693383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57793 FILM NUMBER: 17606334 BUSINESS ADDRESS: STREET 1: 1241 E MAIN ST CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033528600 MAIL ADDRESS: STREET 1: 1241 E MAIN ST CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: WORLD WRESTLING FEDERATION ENTERTAINMENT INC DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: WWFENTERTAINMENT INC DATE OF NAME CHANGE: 19990727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Talpa Beheer BV CENTRAL INDEX KEY: 0001356258 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: A. COLIJNWEG 2 CITY: AMSTELVEEN STATE: P7 ZIP: 1182 AL BUSINESS PHONE: 31 35 695 9000 MAIL ADDRESS: STREET 1: A. COLIJNWEG 2 CITY: AMSTELVEEN STATE: P7 ZIP: 1182 AL SC 13G/A 1 a17-4207_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

World Wrestling Entertainment, Inc.

(Name of Issuer)

Class A Common Stock, $.01 par value per share

(Title of Class of Securities)

98156Q108

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 the disclosure provided in a prior cover page.

 

The information required in 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. 98156Q108

13G

 

 

 

1

Name of Reporting Person
Talpa Beheer B.V.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization:
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,961,219

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,961,219

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,961,219

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.1%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No. 98156Q108

13G

 

 

 

1

Name of Reporting Person
Theatrum Novum C.V.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization:
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,961,219

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,961,219

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,961,219

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.1%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 98156Q108

13G

 

 

 

1

Name of Reporting Person
Theatrum Novum Management B.V.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization:
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,961,219

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,961,219

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,961,219

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.1%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

4



 

CUSIP No. 98156Q108

13G

 

 

 

1

Name of Reporting Person
Stichting Administratiekantoor Talpa Beheer

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization:
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,961,219

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,961,219

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,961,219

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.1%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

5



 

CUSIP No. 98156Q108

13G

 

 

 

1

Name of Reporting Person
Johannes Hendrikus Hubert de Mol

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization:
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,961,219

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,961,219

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,961,219

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.1%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

6



 

CUSIP No. 98156Q108

13G

 

 

Item 1.

 

(a)

Name of Issuer:
World Wrestling Entertainment, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
1241 East Main Street

Stamford, CT 06902

 

Item 2.

 

(a)

Names of Persons Filing:
This statement is being jointly filed by (i) Talpa Beheer B.V., a private company with limited liability incorporated under the laws of the Netherlands (“TBBV”), (ii) Theatrum Novum C.V., a limited partnership organized under the laws of the Netherlands (“TNCV”), (iii) Theatrum Novum Management B.V., a private company with limited liability incorporated under the laws of the Netherlands (“TNMBV”), (iv) Stichting Administratiekantoor Talpa Beheer, a foundation organized under the laws of the Netherlands (“SATB”), and (v) Johannes Hendrikus Hubert de Mol (“Mr. de Mol” and, together with TBBV, TNCV, TNMBV and SATB, the “Reporting Persons”).  TNCV owns a majority of the issued and outstanding shares of TBBV.  TNMBV is the general partner of TNCV.  SATB is the limited partner of TNCV and owns the majority of the issued and outstanding shares of TNMBV.  Mr. de Mol owns a majority of the depositary receipts issued by SATB.  Mr. de Mol is the Chairman of SATB and the sole managing director of TNMBV and TBBV.  The securities to which this statement relates (the “Class A Shares”) are owned by TBBV.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

(b)

Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is:

 

Burgemeester A. Colijnweg 2

1182 AL Amstelveen

The Netherlands

 

(c)

Citizenship:
TBBV and TNMBV are private companies with limited liability incorporated under the laws of the Netherlands.  TNCV is a limited partnership organized under the laws of the Netherlands.  SATB is a foundation organized under the laws of the Netherlands.  Mr. de Mol is a citizen of the Netherlands.

 

(d)

Title of Class of Securities:
Class A Common Stock, $.01 par value per share.

 

(e)

CUSIP Number:
98156Q108

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

o

Broker or dealer registered under section 15 of the Act;

 

 

o

Bank as defined in section 3(a)(6) of the Act;

 

 

o

Insurance company as defined in section 3(a)(19) of the Act;

 

 

o

Investment company registered under section 8 of the Investment Company Act of 1940;

 

 

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

 

 

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

 

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

7



 

CUSIP No. 98156Q108

13G

 

 

Item 4.

Ownership

 

 

(a)

Amount beneficially owned:   

1,961,219

 

(b)

Percent of class:   

5.1%  (The percentages used in this statement are calculated based upon the 38,455,266  Class A Shares issued and outstanding as of October 26, 2016, as reported by World Wrestling Entertainment, Inc. in its Form 10-Q filed on October 27, 2016 with the Securities and Exchange Commission.)

 

(c)

Number of shares as to which such person has:

TBBV

 

 

i.

Sole power to vote or direct the vote:   

1,961,219

 

 

ii.

Shared power to vote or direct the vote:    

0

 

 

iii.

Sole power to dispose or direct the disposition of:   

1,961,219

 

 

iv.

Shared power to dispose or direct the disposition of:   

0

 

 

TBBV has the sole power to vote or direct the vote, and to dispose or to direct the disposition of, the Class A Shares owned by it.

 

 

 

TNCV

 

 

i.

Sole power to vote or direct the vote:   

0

 

 

ii.

Shared power to vote or direct the vote:    

1,961,219

 

 

iii.

Sole power to dispose or direct the disposition of:   

0

 

 

iv.

Shared power to dispose or direct the disposition of:   

1,961,219

 

 

TNCV shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Class A Shares owned by TBBV by virtue of its direct equity interest in TBBV.

 

8



 

CUSIP No. 98156Q108

13G

 

 

 

 

TNMBV

 

 

i.

Sole power to vote or direct the vote:     

0

 

 

ii.

Shared power to vote or direct the vote:      

1,961,219

 

 

iii.

Sole power to dispose or direct the disposition of:   

0

 

 

iv.

Shared power to dispose or direct the disposition of:   

1,961,219

 

 

TNMBV shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Class A Shares owned by TBBV by virtue of it being the general partner of TNCV.

 

 

 

SATB

 

 

i.

Sole power to vote or direct the vote:     

0

 

 

ii.

Shared power to vote or direct the vote:    

1,961,219

 

 

iii.

Sole power to dispose or direct the disposition of:  

0

 

 

iv.

Shared power to dispose or direct the disposition of:  

1,961,219

 

 

SATB shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Class A Shares owned by TBBV by virtue of its direct equity interest in TNMBV.

 

 

 

Mr. de Mol

 

 

i.

Sole power to vote or direct the vote:  

0

 

 

ii.

Shared power to vote or direct the vote:    

1,961,219

 

 

iii.

Sole power to dispose or direct the disposition of:   

0

 

 

iv.

Shared power to dispose or direct the disposition of:   

1,961,219

 

 

Mr. de Mol shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Class A Shares owned by TBBV by virtue of him being the Chairman of SATB and the sole managing director of TNMBV and TBBV.

 

Item 5.

Ownership Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

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 or Control Person

Not Applicable.

 

9



 

CUSIP No. 98156Q108

13G

 

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

10



 

CUSIP No. 98156Q108

13G

 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 7, 2017

 

 

TALPA BEHEER B.V.

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

THEATRUM NOVUM C.V.

 

BY: THEATRUM NOVUM MANAGEMENT B.V.

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

THEATRUM NOVUM MANAGEMENT B.V.

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

STICHTING ADMINISTRATIEKANTOOR TALPA BEHEER

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

JOHANNES HENDRIKUS HUBERT DE MOL

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

[Signature Page to Schedule 13G]

 

11



 

CUSIP No. 98156Q108

13G

 

 

EXHIBIT INDEX

 

Exhibit
Number

 

Title

 

 

 

99.1

 

Joint Filing Agreement, dated February 7, 2017, by and among the Reporting Persons, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

99.2

 

Power of Attorney, dated December 21, 2016, by and among the Reporting Persons.

 

12


EX-99.1 2 a17-4207_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

CUSIP No. 98156Q108

13G

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that they are filing a statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1).  Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

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 and any amendments thereto with respect to the Class A Common Stock beneficially owned by each of them, of World Wrestling Entertainment, Inc., a Delaware corporation.  This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and amendments thereto.

 

Dated: February 7, 2017

 

(remainder of page intentionally left blank)

 

1



 

CUSIP No. 98156Q108

13G

 

 

 

TALPA BEHEER B.V.

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

THEATRUM NOVUM C.V.

 

BY: THEATRUM NOVUM MANAGEMENT B.V.

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

THEATRUM NOVUM MANAGEMENT B.V.

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

STICHTING ADMINISTRATIEKANTOOR TALPA BEHEER

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

 

 

 

 

JOHANNES HENDRIKUS HUBERT DE MOL

 

 

 

 

 

 

By:

/s/ Barry Salomon Masclee

 

 

Name: Barry Salomon Masclee

 

 

Title: Attorney-In-Fact

 

[Signature page to Joint Filing Agreement]

 

2


EX-99.2 3 a17-4207_1ex99d2.htm EX-99.2

EXHIBIT 99.2

 

CUSIP No. 98156Q108

13G

 

 

POWER OF ATTORNEY

 

Each of the undersigned, (i) Talpa Beheer B.V., a private company with limited liability incorporated under the laws of the Netherlands (“TBBV”), (ii) Theatrum Novum C.V., a limited partnership organized under the laws of the Netherlands (“TNCV”), (iii) Theatrum Novum Management B.V., a private company with limited liability incorporated under the laws of the Netherlands (“TNMBV”), (iv) Stichting Administratiekantoor Talpa Beheer, a foundation organized under the laws of the Netherlands (“SATB”), and (v) Johannes Hendrikus Hubert de Mol (“Mr. de Mol” and, together with TBBV, TNCV, TNMBV and SATB, the “Reporting Persons”) does hereby make, constitute and appoint each of Barry Salomon Masclee and Adriaan Swart acting severally, as such Reporting Person’s true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in such Reporting Person’s name and on behalf of such Reporting Person, whether such Reporting Person is acting individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4 and 5, and Schedules 13D, 13F, 13G and 13H, and any amendments to any of the foregoing as may be required to be filed with the United States Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act as fully and to all intents and purposes as such Reporting Person might or could do if personally present (in the case of TBBV, TNCV, TNMBV and SATB, by one of its authorized signatories), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document.

 

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the applicable Reporting Person, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Reporting Persons or one of their respective affiliates.

 

1



 

CUSIP No. 98156Q108

13G

 

 

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of this 21st day of December, 2016.

 

 

TALPA BEHEER B.V.

 

 

 

 

 

 

By:

/s/ Johannes Hendrikus Hubert de Mol

 

Name:

Johannes Hendrikus Hubert de Mol

 

Title:

Managing Director

 

 

 

 

 

 

 

THEATRUM NOVUM C.V.

 

BY: THEATRUM NOVUM MANAGEMENT B.V.

 

 

 

 

 

 

By:

/s/ Johannes Hendrikus Hubert de Mol

 

Name:

Johannes Hendrikus Hubert de Mol

 

Title:

Managing Director

 

 

 

 

 

 

 

THEATRUM NOVUM MANAGEMENT B.V.

 

 

 

 

 

 

By:

/s/ Johannes Hendrikus Hubert de Mol

 

Name:

Johannes Hendrikus Hubert de Mol

 

Title:

Managing Director

 

 

 

 

 

 

 

STICHTING ADMINISTRATIEKANTOOR TALPA BEHEER

 

 

 

 

 

 

 

By:

/s/ Johannes Hendrikus Hubert de Mol

 

Name:

Johannes Hendrikus Hubert de Mol

 

Title:

Managing Director

 

 

 

 

 

 

 

/s/ Johannes Hendrikus Hubert de Mol

 

JOHANNES HENDRIKUS HUBERT DE MOL

 

2