Amended Statement of Ownership (sc 13g/a)
January 05 2021 - 9:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FUBOTV INC.
(formerly FACEBANK GROUP, INC.)
(Name of Issuer)
Common
Stock, par value $0.0001
(Title of Class of Securities)
143764108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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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 the disclosures provided in a prior cover page.
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The information required in 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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1.
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Names of Reporting Persons
Discovery, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares Beneficially Owned by Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
459,669*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,149,174*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,174*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of
Class Represented by Amount in Row (9)
1.67%*
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12.
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Type of Reporting Person
(See Instructions)
CO
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*
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Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The
amounts reported in this Amendment represent 574,587 shares of the Issuers Series AA Convertible Preferred Stock (the Preferred Stock) owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes)
and convertible into 1,149,174 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the
Issuers common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuers common stock and Preferred Stock on a combined
basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares
of Preferred Stock elected to convert, the 1,149,174 shares of the Issuers common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent 1.67% of the outstanding common stock of the Issuer. The
number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.
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1.
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Names of Reporting Persons
Scripps Networks Interactive, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Ohio
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Number of
Shares Beneficially Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
459,669*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,149,174*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,174*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of
Class Represented by Amount in Row (9)
1.67%*
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12.
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Type of Reporting Person
(See Instructions)
CO
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*
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Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The
amounts reported in this Amendment represent 574,587 shares of the Issuers Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in
connection with a bona fide transfer to a third party. The Reporting Persons 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuers common stock (assuming the conversion of
all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuers common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting
Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares
of the Issuers common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding
is based on the prospectus filed by the Issuer on December 28, 2020.
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1.
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Names of Reporting Persons
Networks Holdings, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares Beneficially Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
459,669*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,149,174*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,174*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of
Class Represented by Amount in Row (9)
1.67%*
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12.
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Type of Reporting Person
(See Instructions)
CO
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*
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Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The
amounts reported in this Amendment represent 574,587 shares of the Issuers Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in
connection with a bona fide transfer to a third party. The Reporting Persons 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuers common stock (assuming the conversion of
all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuers common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting
Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares
of the Issuers common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding
is based on the prospectus filed by the Issuer on December 28, 2020.
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1.
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Names of Reporting Persons
Scripps Networks, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
459,669*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,149,174*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,174*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of
Class Represented by Amount in Row (9)
1.67%*
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12.
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Type of Reporting Person
(See Instructions)
CO
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*
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Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The
amounts reported in this Amendment represent 574,587 shares of the Issuers Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in
connection with a bona fide transfer to a third party. The Reporting Persons 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuers common stock (assuming the conversion of
all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuers common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting
Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares
of the Issuers common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding
is based on the prospectus filed by the Issuer on December 28, 2020.
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Item 1.
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(a)
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Name of Issuer
FaceBank Group, Inc. (the Issuer)
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(b)
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Address of Issuers Principal Executive Offices
1115 Broadway, 12th Floor, New York, NY, 10010
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Item 2.
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(a)
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Name of Person Filing
Discovery, Inc.
Scripps Networks Interactive, Inc.
Networks Holdings, Inc.
Scripps Networks, LLC
Scripps Networks LLC is the direct holder of the shares of Preferred Stock reflected in this Amendment. Scripps Networks LLC is a wholly owned subsidiary
of Networks Holdings, Inc., which is a wholly owned subsidiary of Scripps Networks Interactive, Inc., which is a wholly owned subsidiary of Discovery, Inc.
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(b)
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Address of Principal Business Office or, if none, Residence
Discovery, Inc. - 8403 Colesville Road, Silver Spring, MD
20910
Scripps Networks Interactive, Inc. - 9721 Sherrill Boulevard, Knoxville TN 37932
Networks Holdings, Inc. - 9721 Sherrill Boulevard, Knoxville TN 37932
Scripps Networks, LLC - 9721 Sherrill Boulevard, Knoxville TN 37932
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(c)
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Citizenship
Discovery, Inc. - Delaware
Scripps Networks Interactive, Inc. - Ohio
Networks Holdings, Inc.
- Delaware
Scripps Networks, LLC - Delaware
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(d)
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Title of Class of Securities
Common Stock, par value $0.0001
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(e)
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CUSIP Number
143764108
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with
§ 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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1,149,174
1.67%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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459,669
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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1,149,174
The amounts reported in this
Amendment represent 574,587 shares of the Issuers Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of the Issuers common stock in connection
with a bona fide transfer to a third party, and are based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The Reporting Persons 574,587 shares of Preferred Stock represent less than 1% of
the total number of all outstanding shares of the Issuers common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuers
common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into shares of the Issuers common stock in connection
with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares of the Issuers common stock reported as being beneficially owned by the Reporting Persons in this Amendment
would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☒.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person
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Not applicable
Item 8.
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Identification and Classification of Members of the Group
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Not applicable
Item 9.
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Notice of Dissolution of Group
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Not applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under §240.14a-11.
Signature
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: January 5, 2021
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Discovery, Inc.
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By:
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/s/ Tara L. Smith
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Name:
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Tara L. Smith
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Title:
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Senior Vice President, Securities & Executive
Compensation and Assistant Secretary
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Scripps Networks Interactive, Inc.
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By:
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/s/ Tara L. Smith
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Name: Tara L. Smith
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Title: Senior Vice President and Secretary
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Networks Holdings, Inc.
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By:
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/s/ Tara L. Smith
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Name: Tara L. Smith
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Title: Senior Vice President and Secretary
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Scripps Networks, LLC
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By:
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/s/ Tara L. Smith
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Name: Tara L. Smith
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Title: Senior Vice President and Secretary
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