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 4.                   Purpose of Transaction.

 

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

 

On October 30, 2018, the Bryan G. Glazer Irrevocable Exempt Trust (the Trust) sold 900,000 Class B ordinary shares of the Issuer to the Joel M. Glazer Irrevocable Exempt Trust and 100,000 Class B ordinary shares of the Issuer to RECO Holdings LLC, in each case at a purchase price of $21.06 per share 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
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

 

The LLC and the Trust are the record holders of 5,550,331 and 14,349,034 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 LLC, and in such capacity may be deemed to beneficially own the shares held of record by the LLC. The

 

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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 and the LLC.

 

(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.

 

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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

 

	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

 

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