0001104659-18-065442.txt : 20181101 0001104659-18-065442.hdr.sgml : 20181101 20181101163136 ACCESSION NUMBER: 0001104659-18-065442 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181101 DATE AS OF CHANGE: 20181101 GROUP MEMBERS: BGGT HOLDINGS LLC GROUP MEMBERS: BRYAN G. 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: 181154227 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: Bryan G. Glazer Irrevocable Exempt Trust CENTRAL INDEX KEY: 0001582378 IRS NUMBER: 656458476 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 a18-39393_2sc13da.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. 3)*

 

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)

 

October 30, 2018

(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).

 


 

 

 

1

Names of Reporting Persons
Bryan G. 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
19,899,365

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
19,899,365

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,899,365

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
32.9%

 

 

14

Type of Reporting Person
OO

 

2


 

 

1

Names of Reporting Persons
Bryan G. 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
19,899,365

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
19,899,365

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,899,365

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
32.9%

 

 

14

Type of Reporting Person
IN

 

3


 

 

1

Names of Reporting Persons
BGGT Holdings LLC

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
5,550,331

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
5,550,331

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,550,331

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
12.0%

 

 

14

Type of Reporting Person
OO (limited liability company)

 

4


 

Explanatory Note

 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 23, 2013 (as amended to date, 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 4.                   Purpose of Transaction.

 

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

 

On October 30, 2018, the Bryan G. Glazer Irrevocable Exempt Trust (the “Trust”) sold 900,000 Class B ordinary shares of the Issuer to the Joel M. Glazer Irrevocable Exempt Trust and 100,000 Class B ordinary shares of the Issuer to RECO Holdings LLC, in each case at a purchase price of $21.06 per share in a privately negotiated transaction.

 

ITEM 5.                   Interest in Securities of the Issuer.

 

Item 5 is hereby 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 40,526,390 Class A ordinary shares outstanding as of September 28, 2018.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class

 

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

 

Bryan G. Glazer Irrevocable Exempt Trust

 

19,899,365

 

32.9

%

0

 

19,899,365

 

0

 

19,899,365

 

Bryan G. Glazer

 

19,899,365

 

32.9

%

0

 

19,899,365

 

0

 

19,899,365

 

BGGT Holdings LLC

 

5,550,331

 

12.0

%

0

 

5,550,331

 

0

 

5,550,331

 

 

The LLC and the Trust are the record holders of 5,550,331 and 14,349,034 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

 

5


 

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.

 

6


 

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:      November 1, 2018

 

 

Bryan G. Glazer Irrevocable Exempt Trust

 

 

 

By:

/s/ Bryan G. Glazer

 

Name:

Bryan G. Glazer

 

Title:

Trustee

 

 

 

Bryan G. Glazer

 

 

 

/s/ Bryan G. Glazer

 

Name:

Bryan G. Glazer

 

 

 

BGGT Holdings LLC

 

 

 

By:

Bryan G. Glazer Irrevocable Exempt Trust, its sole member

 

 

 

By:

/s/ Bryan G. Glazer

 

Name:

Bryan G. Glazer

 

Title:

Trustee

 

7