0001104659-20-092932.txt : 20200810 0001104659-20-092932.hdr.sgml : 20200810 20200810213130 ACCESSION NUMBER: 0001104659-20-092932 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200729 FILED AS OF DATE: 20200810 DATE AS OF CHANGE: 20200810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walt Disney Co CENTRAL INDEX KEY: 0001744489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] STATE OF INCORPORATION: DE FISCAL YEAR END: 1003 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 201090912 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: (818) 560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 FORMER NAME: FORMER CONFORMED NAME: TWDC Holdco 613 Corp. DATE OF NAME CHANGE: 20180702 FORMER NAME: FORMER CONFORMED NAME: TWDC Holdco 613 Corp DATE OF NAME CHANGE: 20180622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DISNEY ENTERPRISES INC CENTRAL INDEX KEY: 0000029082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 201090913 BUSINESS ADDRESS: STREET 1: 500 S BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521-6205 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521- FORMER NAME: FORMER CONFORMED NAME: DISNEY WALT CO DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: DISNEY WALT PRODUCTIONS DATE OF NAME CHANGE: 19860221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TWDC Enterprises 18 Corp. CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 201090914 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER NAME: FORMER CONFORMED NAME: WALT DISNEY CO/ DATE OF NAME CHANGE: 19960209 FORMER NAME: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TFCF Corp CENTRAL INDEX KEY: 0001813374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 201090915 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 818-560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TFCF America, Inc CENTRAL INDEX KEY: 0001813323 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 201090916 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 818-560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 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: 1330 AVENUE OF THE AMERICAS STREET 2: NEW YORK CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 672-0055 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: NEW YORK CITY: NEW YORK STATE: NY ZIP: 10019 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 a3.xml 3 X0206 3 2020-07-29 0 0001484769 FaceBank Group, Inc. FBNK 0001744489 Walt Disney Co 500 SOUTH BUENA VISTA ST BURBANK CA 91521 0 0 1 0 0000029082 DISNEY ENTERPRISES INC 500 SOUTH BUENA VISTA ST BURBANK CA 91521 0 0 1 0 0001001039 TWDC Enterprises 18 Corp. 500 SOUTH BUENA VISTA ST BURBANK CA 91521 0 0 1 0 0001813374 TFCF Corp 500 SOUTH BUENA VISTA ST BURBANK CA 91521 0 0 1 0 0001813323 TFCF America, Inc 500 SOUTH BUENA VISTA ST BURBANK CA 91521 0 0 1 0 Series AA Convertible Preferred Stock Common Stock 6630012 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 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 38,684,136 shares of common stock of the Issuer outstanding as of July 2, 2020, as disclosed by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 6, 2020, The Walt Disney Company's holding of shares of Series AA Convertible Preferred Stock may be deemed to represent beneficial ownership of greater than 10% of the outstanding shares of Common Stock. TFCF America, Inc. is the direct holder of the shares of Series AA Convertible Preferred Stock reflected in this Form 3. TFCF America, Inc. is a wholly owned subsidiary of TFCF Corporation, which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of TWDC Enterprises 18 Corp., which is a wholly owned subsidiary of The Walt Disney Company. The Walt Disney Company By: /s/ James Kapenstein Name: James Kapenstein Title: Associate General Counsel 2020-08-10 TWDC Enterprises 18 Corp. By: /s/ James Kapenstein Name: James Kapenstein Title: Senior Vice President 2020-08-10 Disney Enterprises, Inc. By: /s/ James Kapenstein Name: James Kapenstein Title: Vice President 2020-08-10 TFCF Corporation By: /s/ James Kapenstein Name: James Kapenstein Title: Senior Vice President 2020-08-10 TFCF America, Inc. By: /s/ James Kapenstein Name: James Kapenstein Title: President 2020-08-10