FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2020 |
3. Issuer Name and Ticker or Trading Symbol
FaceBank Group, Inc. [ FBNK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series AA Convertible Preferred Stock | (1) | (1) | Common Stock | 7,455,772(2) | $0 | I | By Subsidiary(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Series AA Convertible Preferred Stock is convertible into 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. |
2. As of April 1, 2020, based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc., Comcast Corporation's holding of shares of Series AA Convertible Preferred Stock is deemed to represent a beneficial ownership more than 10% of the outstanding shares of Common Stock. However, Comcast Corporation's shares of Series AA Convertible Preferred Stock represent less than 5% of total voting power of all shares of the Issuer's Common Stock and Series AA Convertible Preferred Stock on a combined basis. The Issuer's number of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger. |
3. Sky Ventures Limited is the direct holder of the shares of Series AA Convertible Preferred Stock included in this Schedule 13G. Sky Ventures Limited is a wholly owned subsidiary of Sky UK Limited, which is a wholly owned subsidiary of Sky Limited, which is a wholly owned subsidiary of Comcast Bidco Limited, which is a wholly owned subsidiary of Comcast Bidco Holdings Limited, which is a wholly owned subsidiary of Comcast Corporation. |
/s/ Thomas J. Reid, Senior Executive Vice President, General Counsel and Secretary, Comcast Corporation | 04/13/2020 | |
/s/ Thomas J. Reid, Director, Comcast Bidco Holdings Limited | 04/13/2020 | |
/s/ Thomas J. Reid, Director, Comcast Bidco Limited | 04/13/2020 | |
/s/ Thomas J. Reid, Director, Sky Limited | 04/13/2020 | |
/s/ Robert Eatroff, Authorized Attorney, Sky UK Limited | 04/13/2020 | |
/s/ Robert Eatroff, Authorized Attorney, Sky Ventures Limited | 04/13/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |