SC 13G 1 a14-5740_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2

 

 

MANCHESTER UNITED PLC

(Name of Issuer)

Class A ordinary shares, par value $0.0005 per share

(Title of Class Securities)

G5784H106

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* 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

Schedule 13G

 

 

 

1

Names of Reporting Persons
Red Football LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
126,019,033

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
126,019,033

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
126,019,033

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
76.9%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

1


 

 

CUSIP No. G5784H106

Schedule 13G

 

 

 

1

Names of Reporting Persons
Red Football Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Nevada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
126,019,033

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
126,019,033

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
126,019,033

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
76.9%

 

 

12

Type of Reporting Person
PN

 

2


 

CUSIP No. G5784H106

Schedule 13G

 

 

 

1

Names of Reporting Persons
Red Football General Partner Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Nevada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
126,019,033

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
126,019,033

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
126,019,033

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
76.9%

 

 

12

Type of Reporting Person
CO

 

3


 

CUSIP No. G5784H106

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer:

Manchester United plc (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

Old Trafford, Manchester M16 0RA, United Kingdom

 

Item 2.

 

(a)

Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

Red Football LLC
Red Football Limited Partnership
Red Football General Partner Inc.

 

(b)

Address or Principal Business Office:

The business address of each of the Reporting Persons is 270 Commerce Drive, Rochester, New York 14623.

 

(c)

Citizenship of each Reporting Person is:

Red Football LLC is organized in the state of Delaware.  Each of Red Football Limited Partnership and Red Football General Partner Inc. is organized in the state of Nevada.

 

(d)

Title of Class of Securities:

Class A ordinary shares, par value $0.0005 per share

 

(e)

CUSIP Number:

G5784H106

 

Item 3.

Only required if filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

 

Not applicable.

 

4


 

CUSIP No. G5784H106

Schedule 13G

 

 

Item 4.

Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Class A ordinary shares of the Issuer as of December 31, 2013, based upon 163,812,443 Class A ordinary shares  issued and outstanding consisting of (i) 39,812,443 Class A ordinary shares issued and outstanding on December 31, 2013, and (ii) 124,000,000 Class A ordinary shares issuable upon conversion on a one-for-one basis of 124,000,000 Class B ordinary shares held of record by Red Football LLC.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to 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:

 

Red Football LLC

 

126,019,033

 

76.9

%

0

 

126,019,033

 

0

 

126,019,033

 

Red Football Limited Partnership

 

126,019,033

 

76.9

%

0

 

126,019,033

 

0

 

126,019,033

 

Red Football General Partner Inc.

 

126,019,033

 

76.9

%

0

 

126,019,033

 

0

 

126,019,033

 

 

Red Football LLC is the record holder of 23,019,033 Class A ordinary shares and 103,000,000 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.

 

Red Football LLC is a wholly-owned subsidiary of Red Football Limited Partnership.  The general partner of Red Football Limited Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants of Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership interests in Red Football Limited Partnership.  Accordingly, each of Red Football Limited Partnership and Red Football General Partner Inc. may be deemed to share beneficial ownership of the Class A ordinary shares and Class B ordinary shares owned of record by Red Football LLC.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

5


 

CUSIP No. G5784H106

Schedule 13G

 

 

Item 10.

Certification

 

Not applicable.

 

Signature

 

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.

 

Dated: February 14, 2014

 

 

 

Red Football LLC

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

 

 

Red Football Limited Partnership

 

 

 

By:

Red Football General Partner, Inc.,

 

 

its managing partner

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

 

 

 

 

Red Football General Partner Inc.

 

 

 

By:

/s/ Joel M. Glazer

 

Name:

Joel M. Glazer

 

Title:

President

 

6


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement