Filing Details

 

 

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. 4)*

 

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)

 

September 25, 2020

(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 persons 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   Bryan G. 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   19,899,365
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   19,899,365
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,899,365
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   32.9%
14	TYPE OF REPORTING PERSON   OO

 

1

 

CUSIP No. G5784H106

13D

 

1	NAMES OF REPORTING PERSONS   Bryan G. 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   19,899,365
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   19,899,365
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,899,365
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   32.9%
14	TYPE OF REPORTING PERSON   IN

 

2

 

CUSIP No. G5784H106

13D

 

1	NAMES OF REPORTING PERSONS   BGGT 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   5,550,331
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   5,550,331
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,550,331
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12%
14	TYPE OF REPORTING PERSON   OO (limited liability company)

 

3

 

CUSIP No. G5784H106

13D

 

1	NAMES OF REPORTING PERSONS   SCG Global Investment 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   90,000
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   90,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   90,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.2%
14	TYPE OF REPORTING PERSON   OO (limited liability company)

 

4

 

 

Explanatory Note

 

This Amendment No. 4 to Schedule 13D (Amendment No. 4) 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)             Bryan G. Glazer Irrevocable Exempt Trust (the Trust);

 

2)             BGGT Holdings LLC (BGGT)

 

3)             SCG Global Investment Holdings LLC (SCG) and

 

4)             Bryan G. Glazer (the Trustee).

 

The Trust is organized in the State of Nevada.  BGGT and SCG are 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 and Co-Chairman of the Tampa Bay Buccaneers. BGGT and SCG were formed for the purposes of holding shares of the Issuer, and the sole member of each 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 September 25, 2020, the Trust transferred 90,000 Class B ordinary shares to SCG for no consideration in an estate planning transaction.

 

5

 

 

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 on 40,570,967 Class A ordinary shares outstanding as of June 30, 2019.

 

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
Bryan G. Glazer Irrevocable Exempt Trust		19,899,365		32.9	%	0		19,899,365		0		19,899,365
Bryan G. Glazer		19,899,365		32.9	%	0		19,899,365		0		19,899,365
BGGT Holdings LLC		5,550,331		12.0	%	0		5,550,331		0		5,550,331
SCG Global Investment Holdings LLC		90,000		0.2	%	0		90,000		0		90,000

 

BGGT, SCG and the Trust are the record holders of (i) 5,550,331, (ii) 90,000 and (iii) 14,259,034 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 BGGT and SCG, and in such capacity may be deemed to beneficially own the shares held of record by BGGT and SCG. 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, BGGT and SCG.

 

(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.

 

6

 

 

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

 

 

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:      September 29, 2020

 

	Bryan G. Glazer Irrevocable Exempt Trust
	By:	/s/ Bryan G. Glazer
	Name:	Bryan G. Glazer
	Title:	Trustee
	Bryan G. Glazer
		/s/ Bryan G. Glazer
	Name:	Bryan G. Glazer
	BGGT Holdings LLC
	By:	Bryan G. Glazer Irrevocable Exempt Trust, its sole member
	By:	/s/ Bryan G. Glazer
	Name:	Bryan G. Glazer
	Title:	Trustee
	SCG Global Investment Holdings LLC
	By:	Bryan G. Glazer Irrevocable Exempt Trust, its sole member
	By:	/s/ Bryan G. Glazer
	Name:	Bryan G. Glazer
	Title:	Trustee

 

8