0001104659-18-061380.txt : 20181010 0001104659-18-061380.hdr.sgml : 20181010 20181010163027 ACCESSION NUMBER: 0001104659-18-061380 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181010 DATE AS OF CHANGE: 20181010 GROUP MEMBERS: KEGT HOLDINGS LLC GROUP MEMBERS: KEVIN E. 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: 181116304 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: Kevin Glazer Irrevocable Exempt Trust CENTRAL INDEX KEY: 0001582374 IRS NUMBER: 656458489 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 a18-36565_1sc13da.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 8, 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).

 



 

CUSIP No. G5784H106

13D

 

 

 

1

Names of Reporting Persons
Kevin Glazer Irrevocable Exempt Family 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
20,899,366

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
20,899,366

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,899,366

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
34.0%

 

 

14

Type of Reporting Person
OO

 

1



 

CUSIP No. G5784H106

13D

 

 

 

1

Names of Reporting Persons
Kevin E. 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
20,899,366

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
20,899,366

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,899,366

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
34.0%

 

 

14

Type of Reporting Person
IN

 

2



 

CUSIP No. G5784H106

13D

 

 

 

1

Names of Reporting Persons
KEGT 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
3,765,392

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,765,392

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,765,392

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person
OO (limited liability company)

 

3



 

CUSIP No. G5784H106

13D

 

 

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 3.                            Source and Amount of Funds or Other Consideration.

 

Item 3 of the Statement is hereby amended and supplemented as follows:

 

As described in Item 4, on October 8, 2018, KEGT Holdings LLC (the “LLC”) transferred 822,080 Class B ordinary shares to the Kevin Glazer Irrevocable Exempt Family Trust (the “Trust”) for no consideration in an estate planning transaction.

 

Item 4.                            Purpose of Transaction.

 

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

 

On October 8, 2018, the LLC transferred 822,080 Class B ordinary shares to the Trust for no consideration in an estate planning 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 4, 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

 

Kevin Glazer Irrevocable Exempt Family Trust

 

20,899,366

 

34.0

%

0

 

20,899,366

 

0

 

20,899,366

 

Kevin E. Glazer

 

20,899,366

 

34.0

%

0

 

20,899,366

 

0

 

20,899,366

 

KEGT Holdings LLC

 

3,765,392

 

8.5

%

0

 

3,765,392

 

0

 

3,765,392

 

 

4



 

CUSIP No. G5784H106

13D

 

 

The LLC and the Trust are the record holders of 3,765,392 and 17,133,974 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. Kevin E. Glazer 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.

 

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:

October 10, 2018

 

 

 

 

Kevin Glazer Irrevocable Exempt Family Trust

 

 

 

By:

/s/ Kevin E. Glazer

 

Name:

Kevin E. Glazer

 

Title:

Trustee

 

 

 

Kevin E. Glazer

 

 

 

/s/ Kevin E. Glazer

 

Name:

Kevin E. Glazer

 

 

 

KEGT Holdings LLC

 

 

 

By:

Kevin Glazer Irrevocable Exempt Family Trust, its sole member

 

 

 

 

By:

/s/ Kevin E. Glazer

 

Name:

Kevin E. Glazer

 

Title:

Trustee

 

6