Filing Details

CUSIP No.				98156Q108
1)	NAME OF REPORTING PERSON
Vincent K. McMahon
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a)	[     ]
				(b)	[     ]
3)	SEC USE ONLY
4)	SOURCE OF FUNDS			Not Applicable
5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[     ]
6)	CITIZENSHIP OR PLACE OF ORGANIZATION			United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
	7)	SOLE VOTING POWER		31,968,867
	8)	SHARED VOTING POWER		0
	9)	SOLE DISPOSITIVE POWER		31,968,867
	10)	SHARED DISPOSITIVE POWER		0
11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			31,968,867
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[     ]
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)			42.2%*

 

*Based on an assumed conversion of all of the shares of the Issuer’s Class B Common Stock to which this Schedule 13D relates into Class A Common Stock (see “Introductory Note” and Item 5 below for more information).

 

 or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Citizenship.  Mr. McMahon is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

In connection with the Company’s initial public offering in 1999, Mr. McMahon acquired his shares of Class B Common Stock through a reclassification and conversion of shares previously owned by Mr. McMahon and no monetary consideration was paid for the shares of Class B Common Stock. The shares of Class A Common Stock owned by Mr. McMahon were acquired pursuant to equity awards granted to Mr. McMahon in his capacity as the Company’s Chief Executive Officer.

Item 4.  Purpose of Transaction.

The disclosure under Item 3 hereof is incorporated by reference.

The Reporting Person may purchase additional shares of Class A Common Stock or Class B Common Stock or similar securities from time to time, either in brokerage transactions in the over-the-counter market or in privately-negotiated transactions. Any decision by the Reporting Person to increase his holdings of Class A Common Stock or Class B Common Stock will depend on various factors, including, but not limited to, the price of the shares of Class A Common Stock, the terms and conditions of the transaction and prevailing market conditions.  In addition, in his role as an executive of the Company, the Reporting Person may acquire additional shares of Class A Common Stock pursuant to the Company’s equity compensation plans and programs.

The Reporting Person also may, at any time, subject to compliance with applicable securities laws, dispose of some or all of his Class A Common Stock and/or Class B Common Stock depending on various factors, including, but not limited to, the price of the shares of the Class A Common Stock, the terms and conditions of the transaction and prevailing market conditions, as well as liquidity, family planning and diversification objectives.

The Reporting Person intends to participate in and influence the affairs of the Company through the exercise of his voting rights with respect to his shares of Class A Common Stock and Class B Common Stock.  The Reporting Person currently controls approximately 82.4% of the Company’s total voting power.  In addition, Mr. McMahon is the Chairman and Chief Executive Officer of the Company and, as a result, in the ordinary course or otherwise, may take actions to influence the management, business and affairs of the Company.

Mr. McMahon does not have any current plan or proposal other than as described herein

or has been publicly disclosed by the Company that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. Notwithstanding the foregoing, Mr. McMahon, in his position as Chairman and Chief Executive Officer of the Company, intends to approve such matters and take such actions as he deems to be in the best interests of the Company, which matters and actions could potentially involve items described in Items 4(a) through 4(j) of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

(a) According to information provided by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2019, as of February 5, 2019 there were 43,739,412 shares of Class A Common Stock issued and outstanding, and 34,303,438 shares of Class B Common Stock issued and outstanding. Mr. McMahon may be deemed the beneficial owner for purposes of Section 13(d) of the Exchange Act of (i) 31,887,375 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 31,887,375 shares of Class A Common Stock and (ii) 81,492 shares of Class A Common Stock, subject to service-based vesting and forfeiture provisions.  The 31,887,375 shares of Class B Common Stock represent approximately 40.7% of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of February 5, 2019 and 93% of the total Class B Common Stock issued and outstanding as of such date. The 81,492 shares of Class A Common Stock represent approximately 0.2% of the total number of shares of Class A Common Stock issued and outstanding as of February 5, 2019.  On an as-converted basis, the 31,968,867 shares of Class A Common Stock and Class B Common Stock represent approximately 42.2% 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 31,887,375 shares of Class B Common Stock and 81,492 shares of Class A Common Stock beneficially owned by Mr. McMahon generally represent approximately 82.4% of the Issuer’s total voting power.

The number of shares reported herein as beneficially owned by Mr. McMahon excludes 566,670 shares of Class B Common Stock and 100 shares of Class A Common Stock owned by Linda E. McMahon and Mr. McMahon disclaims beneficial ownership of those shares.

(b) Mr. McMahon has the sole power vote and dispose of all 31,887,375 shares of Class B Common Stock and 81,492 shares of Class A Common Stock.

(c) On February 7, 2019, performance stock units granted to Mr. McMahon under the Issuer’s 2016 Omnibus Incentive Plan met their performance requirements. This resulted in the Reporting Person receiving the right to acquire 81,492 shares of Class A Common Stock, which remains subject to service-based vesting and forfeiture provisions.  The 81,492 shares of Class A Common Stock will vest in three equal annual installments, with the first vesting occurring on or about July 20, 2019.  Beneficial ownership of these shares of Class A Common Stock for purposes of Section 13 of the Exchange Act will be acquired 60 days prior to their respective vesting dates.

(d) Not applicable.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares (including as a result of any pledge), finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to be Filed as Exhibits.

The following is filed herewith as an exhibit to this Schedule 13D:

1.	Power of Attorney (incorporated by reference to Exhibit 24.1 to the Schedule 13D filed by the Vincent K. McMahon 2010 Irrevocable Trust with the Securities and Exchange Commission on May 18, 2010).