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