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. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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).

 

 

 

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Explanatory Note

 

This Amendment No. 3 to Schedule 13D (Amendment No. 3) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 23, 2013 (as amended to date, 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)                                     Joel M. Glazer Irrevocable Exempt Trust (the Trust);

 

2)                                     JMGT Holdings LLC (the LLC);

 

3)                                     Joel M. Glazer (the Trustee) and

 

4)                                     RECO Holdings LLC (RECO LLC).

 

The Trust is organized in the State of Nevada. Each of the LLC and RECO LLC is 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 Executive Co-Chairman and Director of the Issuer and Co-Chairman of the Tampa Bay Buccaneers. Each of the LLC and RECO LLC was 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 3.         Source and Amount of Funds or Other Consideration.

 

Item 3 of the Statement is hereby amended and supplemented as follows:

 

As described in Item 4, on October 30, 2018 the Joel M. Glazer Irrevocable Exempt Trust (the Trust) purchased 900,000 Class B ordinary shares of the Issuer and RECO LLC purchased

 

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100,000 Class B ordinary shares of the Issuer for aggregate consideration of $21,060,000 using funds managed by the Trust and RECO LLC.

 

Item 4.         Purpose of Transaction.

 

Item 4 of the Statement is amended and supplemented by inserting the following information:

 

On October 30, 2018, the Trust purchased 900,000 Class B ordinary shares of the Issuer and RECO LLC purchased 100,000 shares of the Issuer, in each case at a purchase price of $21.06 per share from the Bryan G. Glazer Irrevocable Exempt Trust in a privately negotiated transaction.

 

Item 5.         Interest in Securities of the Issuer.

 

Item 5 is hereby 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 40,526,390 Class A ordinary shares outstanding as of September 28, 2018.

 

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
Joel M. Glazer Irrevocable Exempt Trust		23,606,980		37.8	%	0		23,606,980		0		23,606,980
Joel M. Glazer		23,606,980		37.8	%	0		23,606,980		0		23,606,980
JMGT Holdings LLC		12,196,604		23.9	%	0		12,196,604		0		12,196,604
RECO Holdings LLC		100,000		0.2	%			100,000		0		100,000

 

The LLC, the Trust and RECO LLC are the record holders of 10,488,990, 11,310,376 and 100,000 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 LLC is the record holder of 1,707,614 Class A ordinary shares. The Trust is the sole member of each of the LLC, and RECO LLC and in such capacity may be deemed to beneficially own the shares held of record by each of them. 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, the LLC and RECO LLC.

 

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(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.

 

Item 7.         Materials to be Filed as Exhibits

 

Item 7 of the Statement is hereby amended to replace the Joint Filing Agreement previously filed as Exhibit 1 with the Joint Filing Agreement filed herewith.

 

Exhibit Number		Description
1		Joint Filing Agreement.

 

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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:      November 1, 2018

 

	Joel M. Glazer Irrevocable Exempt Trust
	By:	/s/ Joel M. Glazer
	Name:		Joel M. Glazer
	Title:		Trustee
	Joel M. Glazer
	/s/ Joel M. Glazer
	Name:		Joel M. Glazer
	JMGT Holdings LLC
	By:		Joel M. Glazer Irrevocable Exempt Trust, its sole member
	By:	/s/ Joel M. Glazer
	Name:		Joel M. Glazer
	Title:		Trustee
	RECO Holdings LLC
	By:		Joel M. Glazer Irrevocable Exempt Trust, its sole member
	By:	/s/ Joel M. Glazer
	Name:		Joel M. Glazer
	Title:		Trustee

 

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