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)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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).

 

 

 

2

 

 

3

 

 

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 previously amended (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 2.   Identity and Background.

 

Item 2 of the Statement is amended and restated in its entirety as follows:

 

This statement is being filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

 

1)    Edward S. Glazer Irrevocable Exempt Trust (the “Trust”);

 

2)    ESGT Holdings LLC (the “LLC”) and

 

3)    Edward S. Glazer (the “Trustee”).

 

The Trust is organized in the State of Nevada.  The LLC is organized in the State of Delaware.  The Trustee is a citizen of the United States of America and is the trustee of the Trust.  The business address for each of the Reporting Persons is c/o Manchester United plc, Sir Matt Busby Way, Old Trafford, Manchester, England, M16 0RA.

 

The present principal occupation of the Trustee is Director of the Issuer, Co-Chairman of the Tampa Bay Buccaneers, Co-Chairman of First Allied Corporation and co-President of the Glazer Family Foundation. The LLC was formed for the purposes of holding shares of the Issuer, and its sole member is the Trust.

 

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.   Purpose of Transaction.

 

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

 

On August 23, 2017, Red Football LLC transferred 8,447,466 Class B ordinary shares to ESGT Holdings LLC and 11,055,706 Class B ordinary shares to the Trust for no consideration in an estate planning transaction.

 

5

 

 

Item 6 below summarizes certain provisions of a line of credit and is incorporated herein by reference.

 

Item 5.   Interest in Securities of the Issuer.

 

Item 5 of the Statement 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 40,025,278 Class A ordinary shares outstanding as of August 15, 2017.

 

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
Edward S. Glazer Irrevocable Exempt Trust		19,503,172		32.8	%	0		19,503,172		0		19,503,172
Edward S. Glazer		19,503,172		32.8	%	0		19,503,172		0		19,503,172
ESGT Holdings LLC		8,447,466		17.4	%	0		8,447,466		0		8,447,466

 

The LLC and the Trust are the record holders of 8,447,466 and 11,055,706 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 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.

 

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Statement is amended and supplemented as follows:

 

6

 

CUSIP No. G5784H106

13D

 

On August 23, 2017, ESGT Holdings LLC entered into a line of credit with CPPIB Credit Investments Inc. and Albacore Partners I Investment Holdings B DAC, pursuant to which 8,447,466 Class B ordinary shares were provided as security.

 

Except as set forth herein, none 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.

 

Item 7.   Materials to be Filed as Exhibits.

 

Item 7 of the Statement is amended to replace the Joint Filing Agreement previously filed as Exhibit 1 with the exhibit of the same number filed herewith.

 

Exhibit Number		Description
1		Joint Filing Agreement.

 

7

 

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 30, 2017
	Edward S. Glazer Irrevocable Exempt Trust
	By:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee
	Edward S. Glazer
		/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	ESGT Holdings LLC
	By:	Edward S. Glazer Irrevocable Exempt Trust, its sole member
	By:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee

 

8

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

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 13D with respect to the Class A ordinary shares beneficially owned by each of them Manchester United plc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 30th day of August, 2017.

 

	Edward S. Glazer Irrevocable Exempt Trust
	By:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee
	Edward S. Glazer
		/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	ESGT Holdings LLC
	By:	Edward S. Glazer Irrevocable Exempt Trust, its sole member
	By:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee