0000899243-20-013705.txt : 20200520 0000899243-20-013705.hdr.sgml : 20200520 20200520171201 ACCESSION NUMBER: 0000899243-20-013705 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200401 FILED AS OF DATE: 20200520 DATE AS OF CHANGE: 20200520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Discovery, Inc. CENTRAL INDEX KEY: 0001437107 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 20898949 BUSINESS ADDRESS: STREET 1: 1 DISCOVERY PLACE CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: (240) 662-2000 MAIL ADDRESS: STREET 1: 1 DISCOVERY PLACE CITY: SILVER SPRING STATE: MD ZIP: 20910 FORMER NAME: FORMER CONFORMED NAME: Discovery Communications, Inc. DATE OF NAME CHANGE: 20080606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scripps Networks Interactive, Inc. CENTRAL INDEX KEY: 0001430602 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 20898950 BUSINESS ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: 865-694-2700 MAIL ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Networks Holdings, Inc. CENTRAL INDEX KEY: 0001812625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 20898951 BUSINESS ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: 646 701 3996 MAIL ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scripps Networks, LLC CENTRAL INDEX KEY: 0001812573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 20898952 BUSINESS ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: 6467013996 MAIL ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FaceBank Group, Inc. CENTRAL INDEX KEY: 0001484769 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 264330545 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5550 GLADES ROAD STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 826-9307 MAIL ADDRESS: STREET 1: 5550 GLADES ROAD STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: Pulse Evolution Group, Inc. DATE OF NAME CHANGE: 20190228 FORMER COMPANY: FORMER CONFORMED NAME: Recall Studios, Inc. DATE OF NAME CHANGE: 20190211 FORMER COMPANY: FORMER CONFORMED NAME: CalEthos, Inc. DATE OF NAME CHANGE: 20190208 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-04-01 0 0001484769 FaceBank Group, Inc. FBNK 0001437107 Discovery, Inc. 8403 COLESVILLE ROAD SILVER SPRING MD 20910 0 0 1 0 0001430602 Scripps Networks Interactive, Inc. 9721 SHERRILL BOULEVARD KNOXVILLE TN 37932 0 0 1 0 0001812625 Networks Holdings, Inc. 9721 SHERRILL BOULEVARD KNOXVILLE TN 37932 0 0 1 0 0001812573 Scripps Networks, LLC 9721 SHERRILL BOULEVARD KNOXVILLE TN 37932 0 0 1 0 Series AA Convertible Preferred Stock Common Stock 5149174 I See footnote Each share of Series AA Convertible Preferred Stock of FaceBank Group, Inc. (the "Issuer") is convertible into two shares of Common Stock of the Issuer in connection with a bona fide transfer to a third party. Subject to such automatic conversion, the shares of Series AA Convertible Preferred Stock have no expiration date Based on 32,307,285 shares of Common Stock of the Issuer that were outstanding following the April 1, 2020 merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc., as disclosed by the Issuer in the Form 8-K filed with the Securities and Exchange Commission on April 7, 2020, Discovery Inc.'s holding of shares of Series AA Convertible Preferred Stock is deemed to represent a beneficial ownership more than 10% of the outstanding shares of Common Stock. However, Discovery Inc.'s holdings of shares of Series AA Convertible Preferred Stock represent less than 5% of total voting power of all shares of the Issuer's Common Stock and Series AA Convertible Preferred Stock on a combined basis. The number of shares of Series AA Preferred outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger. Scripps Networks, LLC is the direct holder of the shares of Series AA Convertible Preferred Stock reflected in this Form 3. Scripps Networks, LLC is a wholly owned subsidiary of Networks Holdings, Inc., which is a wholly owned subsidiary of Scripps Networks Interactive, Inc., which is a wholly owned subsidiary of Discovery, Inc. Discovery, Inc.; By: /s/ Tara L. Smith, Senior Vice President, Securities & Executive Compensation and Assistant Secretary 2020-05-20 Scripps Networks Interactive, Inc.; By: /s/ Tara L. Smith, Senior Vice President and Secretary 2020-05-20 Networks Holdings, Inc.; By: /s/ Tara L. Smith, Senior Vice President and Secretary 2020-05-20 Scripps Networks, LLC; By: /s/ Tara L. Smith, Senior Vice President and Secretary 2020-05-20