Statement of Changes in Beneficial Ownership (4)
March 26 2020 - 4:46PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
MCMAHON VINCENT K |
2. Issuer Name and Ticker or Trading Symbol
WORLD WRESTLING ENTERTAINMENTINC
[
WWE
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O WORLD WRESTLING ENTERTAINMENT INC, 1241 EAST MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/24/2020 |
(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Forward Sale Contract (obligation to sell) | (1)(2)(3)(4) | 3/24/2020 | | J/K | | 3484006 | | (1)(2)(3)(4) | (1)(2)(3)(4) | Class B Common Stock, par value $.01 per share | 3484006 | (1)(2)(3)(4) | 3484006 | D | |
Explanation of Responses: |
(1) | On March 24, 2020, the reporting person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of Class B common stock of the Issuer and obligating the reporting person to deliver to the Bank up to 3,484,006 shares of Class A common stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. Class B common stock is convertible, on a one-for-one basis, at any time into shares of the Issuer's Class A common stock at the option of the holder. |
(2) | In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $85,000,000. The reporting person pledged 3,484,006 shares of Class B common stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash). |
(3) | Under the Agreement, on each of the 15 settlement dates in March 2024 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Class A common stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the volume weighted average price of the Issuer's Class A common stock on the related valuation date (the "Settlement Price") is less than or equal to $36.00 ( the "Floor Price"), the reporting person will deliver to the Bank 232,267 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date) except for the last settlement date would be 232,268 shares; |
(4) | (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $64.80 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Class A common stock equal to 232,267 shares (or 232,268 shares in the case of the last settlement date) multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Class A common stock equal to the product of (i) 232,267 shares (or 232,268 shares in the case of the last settlement date) and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MCMAHON VINCENT K C/O WORLD WRESTLING ENTERTAINMENT INC 1241 EAST MAIN STREET STAMFORD, CT 06902 | X | X | Chief Executive Officer |
|
Signatures
|
/s/ Vincent K. McMahon | | 3/26/2020 |
**Signature of Reporting Person | Date |
World Wrestling Entertai... (NYSE:WWE)
Historical Stock Chart
From Aug 2024 to Sep 2024
World Wrestling Entertai... (NYSE:WWE)
Historical Stock Chart
From Sep 2023 to Sep 2024