Page 7 of 12 – SEC Filing Introductory Note This Amendment No. 3 (this “Amendment No. 3”), which amends and restates in its entirety the Schedule 13D filed on December 10, 2013, as amended and restated by the amended Schedules 13D/A filed on December 8, 2014 and December 11, 2015 , relates to shares of Class B Common Stock, $.01 par value per share (“Class B Common Stock”), of World Wrestling Entertainment, Inc. (the “Company” or “Issuer”), and is being jointly filed by Linda E. McMahon (“Ms. McMahon”) and the Vincent K. McMahon 2013 Irrev. Trust U/A dtd. December 5, 2013 (the “GRAT” and, together with Ms. McMahon, the “Reporting Persons”), in order to report a decrease in the beneficial ownership by each of the Reporting Persons of greater than 1% of the Class B Common Stock of the Issuer. On May 16, 2016, the GRAT converted 2,191,894 shares of Class B Common Stock into an equal number of shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”). On the same day, the GRAT sold all 2,191,894 of those shares of Class A Common Stock in a block sale for $16.50 per share (the “Sale”). On December 6, 2013, Vincent K. McMahon made a gift of 8,500,000 shares of Class B Common Stock to the GRAT for estate planning purposes. Ms. McMahon is the trustee of the GRAT and has the sole power to vote the shares of Company common stock held by the GRAT. Each of Mr. McMahon (as special trustee of the GRAT) and Ms. McMahon has the unilateral power to sell the shares of Company common stock held by the GRAT. After giving effect to the Sale, Mr. McMahon beneficially owns for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 37,080,747 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 37,080,747 shares of the Company’s Class A Common Stock. Generally, each share of Class B Common Stock is entitled to ten votes per share. Mr. McMahon separately reports the beneficial ownership of all 37,080,747 shares of Class B Common Stock, including the 1,547,372 shares held by the GRAT. This Amendment No. 3 relates to (i) 1,547,372 shares of Class B Common Stock owned of record by the GRAT, (ii) 566,670 shares of Class B Common Stock held directly by Ms. McMahon and (iii) 100 shares of Class A Common Stock held directly by Ms. McMahon. Assuming the conversion of the shares of Class B Common Stock held by the GRAT, the GRAT would own of record approximately 4.1% of the issued and outstanding shares of the Company’s Class A Common Stock, based on the number of shares of Class A Common Stock outstanding as of May 6, 2016. Assuming the conversion of the shares of Class B Common Stock beneficially owned by Ms. McMahon, Ms. McMahon would beneficially own approximately 5.5% of the issued and outstanding shares of the Company’s Class A Common Stock, based on the number of shares of Class A Common Stock outstanding as of May 6, 2016. Assuming the conversion of all of the outstanding shares of Class B Common Stock, Ms. McMahon would
Introductory Note
This Amendment No. 3 (this “Amendment No. 3”), which amends and restates in its entirety the Schedule 13D filed on December 10, 2013, as amended and restated by the amended Schedules 13D/A filed on December 8, 2014 and December 11, 2015 , relates to shares of Class B Common Stock, $.01 par value per share (“Class B Common Stock”), of World Wrestling Entertainment, Inc. (the “Company” or “Issuer”), and is being jointly filed by Linda E. McMahon (“Ms. McMahon”) and the Vincent K. McMahon 2013 Irrev. Trust U/A dtd. December 5, 2013 (the “GRAT” and, together with Ms. McMahon, the “Reporting Persons”), in order to report a decrease in the beneficial ownership by each of the Reporting Persons of greater than 1% of the Class B Common Stock of the Issuer. On May 16, 2016, the GRAT converted 2,191,894 shares of Class B Common Stock into an equal number of shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”). On the same day, the GRAT sold all 2,191,894 of those shares of Class A Common Stock in a block sale for $16.50 per share (the “Sale”).
On December 6, 2013, Vincent K. McMahon made a gift of 8,500,000 shares of Class B Common Stock to the GRAT for estate planning purposes. Ms. McMahon is the trustee of the GRAT and has the sole power to vote the shares of Company common stock held by the GRAT. Each of Mr. McMahon (as special trustee of the GRAT) and Ms. McMahon has the unilateral power to sell the shares of Company common stock held by the GRAT. After giving effect to the Sale, Mr. McMahon beneficially owns for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 37,080,747 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 37,080,747 shares of the Company’s Class A Common Stock. Generally, each share of Class B Common Stock is entitled to ten votes per share. Mr. McMahon separately reports the beneficial ownership of all 37,080,747 shares of Class B Common Stock, including the 1,547,372 shares held by the GRAT.
This Amendment No. 3 relates to (i) 1,547,372 shares of Class B Common Stock owned of record by the GRAT, (ii) 566,670 shares of Class B Common Stock held directly by Ms. McMahon and (iii) 100 shares of Class A Common Stock held directly by Ms. McMahon. Assuming the conversion of the shares of Class B Common Stock held by the GRAT, the GRAT would own of record approximately 4.1% of the issued and outstanding shares of the Company’s Class A Common Stock, based on the number of shares of Class A Common Stock outstanding as of May 6, 2016. Assuming the conversion of the shares of Class B Common Stock beneficially owned by Ms. McMahon, Ms. McMahon would beneficially own approximately 5.5% of the issued and outstanding shares of the Company’s Class A Common Stock, based on the number of shares of Class A Common Stock outstanding as of May 6, 2016. Assuming the conversion of all of the outstanding shares of Class B Common Stock, Ms. McMahon would
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