SC 13D/A 1 a17-21159_5sc13da.htm SC 13D/A

 

 

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)*

 

MANCHESTER UNITED PLC

(Name of Issuer)

 

Class A ordinary shares, par value $0.0005 per share

(Title of Class of Securities)

 

G5784H106

(CUSIP Number)

 

c/o Manchester United plc
Old Trafford
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000

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

 

August 23, 2017

(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).

 



 

CUSIP No.   G5784H106

13D

 

 

 

1

Names of Reporting Persons
Edward S. Glazer Irrevocable Exempt Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
19,503,172

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
19,503,172

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,503,172

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
32.8%

 

 

14

Type of Reporting Person
OO

 

2



 

CUSIP No.   G5784H106

13D

 

 

 

1

Names of Reporting Persons
Edward S. Glazer

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
19,503,172

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
19,503,172

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,503,172

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
32.8%

 

 

14

Type of Reporting Person
IN

 

3



 

CUSIP No.   G5784H106

13D

 

 

 

1

Names of Reporting Persons
ESGT Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
8,447,466

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
8,447,466

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,447,466

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.4%

 

 

14

Type of Reporting Person
OO (limited liability company)

 

4



 

CUSIP No. G5784H106

13D

 

 

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



 

CUSIP No. G5784H106

13D

 

 

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