Vincent McMahon and Linda McMahon’s Trust Sells Shares of World Wrestling Entertainment, Inc. (WWE)

Page 10 of 12 – SEC Filing

and/or change her or its purpose and/or formulate plans or proposals with respect thereto.

Item 5.  Interest in Securities of the Issuer.

(a)(i) According to information provided by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016, as of May 6, 2016 there were 34,263,955 shares of Class A Common Stock issued and outstanding, and 41,688,704 shares of Class B Common Stock issued and outstanding.  Ms. McMahon may be deemed the beneficial owner for purposes of Section 13(d) of the Exchange Act of (i) 2,114,042 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 2,114,042 shares of Class A Common Stock and (ii) 100 shares of Class A Common Stock.  The 2,114,042 shares of Class B Common Stock represent approximately 2.4% of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of May 6, 2016 (giving effect to the Sale) and 5.4% of the total Class B Common Stock issued and outstanding as of such date. The 100 shares of Class A Common Stock represent approximately 0.0% of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of May 6, 2016 and 0.0% of the total Class A Common Stock issued and outstanding as of such date.  On an as-converted basis with respect to the Class B Common Stock beneficially owned by Ms. McMahon, the 2,114,142 shares of Class A Common Stock and Class B Common Stock which may be deemed to be beneficially owned by Ms. McMahon represent approximately 5.5% of the total Class A Common Stock issued and outstanding as of such date. Generally, each share of Class B Common Stock is entitled to ten votes per share.  Accordingly, the 2,114,042 shares of Class B Common Stock and 100 shares of Class A Common Stock beneficially owned by Ms. McMahon generally represent approximately 4.9% of the Issuer’s total voting power.

(ii) After the Sale, the GRAT may be deemed the beneficial owner for purposes of Section 13(d) of the Exchange Act of 1,547,372 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 1,547,372 shares of Class A Common Stock. Giving effect to the Sale, such shares represent approximately 2.0% of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of May 6, 2016, 3.9% of the total Class B Common Stock issued and outstanding as of such date, 4.1% of the total Class A Common Stock issued and outstanding as of such date (on an as-converted basis for the Class B Common Stock held by the GRAT) and approximately 3.6% of the Issuer’s total voting power.

(b)(i) Ms. McMahon, as trustee of the GRAT, may be deemed to have the sole power to direct the voting of and shared unilateral power to direct the sale of the 1,547,372 shares of Class B Common Stock owned by the GRAT.  Ms. McMahon may also be deemed to have the sole power to direct the voting and the disposition