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.
|
7