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. 2)*

 

(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).

 

 

 

 

1

 

 

 

2

 

 

Explanatory Note This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is filed by the Edward S. Glazer Irrevocable Exempt Trust (the “Trust”) and Edward S. Glazer (the “Trustee” and, together with the Trust, the “Reporting Persons”) and relates to the 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”).  Amendment No. 2 amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission August 23, 2013, as previously amended (the “Statement”).

 

Item 4.                            Purpose of Transaction

 

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

 

On August 14, 2015, Red Football Limited Partnership, a Nevada limited partnership (“Red Football LP”), assigned 3,500,000 Class B ordinary shares of the Issuer (the “Ordinary Shares”) to the Trust pursuant to an assignment of shares dated August 14, 2015 (the “Assignment of Shares”).  No consideration was paid by the Trust for the Ordinary Shares.

 

Item 5.                            The description of the Assignment of Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment of Shares which is filed as an exhibit to this Statement, and is incorporated herein by reference.  Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated by the following.

 

(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 as of the date hereof.

 

Reporting Person		Amount beneficially owned(1)		Percent of class(2)		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		4,000,000		9.1	%	0		4,000,000		0		4,000,000
Edward S. Glazer		4,000,000		9.1	%	0		4,000,000		0		4,000,000

 

3

 

 

(1)                  The Trust is the record holder of 4,000,000 Class B ordinary shares, which are convertible on a one-for-one basis into Class A ordinary shares at any time at the option of the holder.

 

(2)                     Based on 39,873,074 Class A ordinary shares outstanding as of July 31, 2015, and assumes conversion of the Class B ordinary shares held by the Reporting Persons.

 

(c)

 

Except as reported in Item 4 above, during the past 60 days neither 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 by inserting the following information.

 

Item 4 above summarizes certain provisions of the Assignment of Shares and is incorporated herein by reference.  A copy of the Assignment of Shares is attached as an exhibit to this Statement, and is incorporated herein by reference.

 

Except as set forth herein, neither 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.

 

4

 

 

Item 7.               Materials to be Filed as Exhibits

Exhibit Number		Description
1		Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Statement filed by the Reporting Persons on August 23, 2013).
4		Assignment of Shares dated August 14, 2015.

 

5

 

 

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 14, 2015
	Edward S. Glazer Irrevocable Exempt Trust
	by:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee
	Edward S. Glazer
	by:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer

 

6

Exhibit 4

 

ASSIGNMENT OF SHARES

(Edward S. Glazer Irrevocable Exempt Trust)

 

This Assignment of Shares is made effective as of August 14, 2015 (the “Effective Date”), by and between Red Football Limited Partnership, a Nevada limited partnership (the “Assignor”) and Edward S. Glazer Irrevocable Exempt Trust (the “Assignee”).

 

WHEREAS, Assignor desires to assign 3,500,000 Class B shares of Manchester United plc (the “Assigned Shares”) to Assignee, and Assignee desires to accept such assignment.

 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

 

1.                                      Assignor hereby assigns the Assigned Shares to Assignee, effective as of the Effective Date, and Assignee hereby accepts such assignment.

 

IN WITNESS WHEREOF, the parties have duly executed this Assignment of Shares as of the Effective Date.

 

	ASSIGNOR
	Red Football Limited Partnership
		Red Football General Partner, Inc., its Managing Partner
		By:	/s/ Joel M. Glazer
			Joel M. Glazer
			President
	ASSIGNEE
	Edward S. Glazer Irrevocable Exempt Trust
	By:	/s/ Edward S. Glazer
		Edward S. Glazer
		Trustee