Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 9:31AM
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.
(f/k/a FACEBANK GROUP, INC.)
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 143764108
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1.
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NAMES OF REPORTING PERSONS
Comcast Corporation
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
Pennsylvania
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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
2,782,309* (See Item 4)
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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
6,955,772* (See Item
4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,772* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.3%* (See Item
4)
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12.
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TYPE OF REPORTING
PERSON
CO
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*
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As of November 11, 2020 based on 67,533,800 shares of common stock, $0.001 par value per share (Common
Stock) of the Issuer that were outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission (the SEC) on November 16, 2020. The amounts reported in this
Schedule 13G represent 3,477,886 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 (2,782,309 votes) and convertible
into 6,955,772 shares of common stock in connection with a bona fide transfer to a third party.
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CUSIP No. 143764108
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1.
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NAMES OF REPORTING PERSONS
Comcast Bidco Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
England &
Wales
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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
2,782,309* (See Item 4)
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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
6,955,772* (See Item
4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,772* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.3%* (See Item
4)
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12.
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TYPE OF REPORTING
PERSON
FI
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*
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As of November 11, 2020 based on 67,533,800 shares of common stock, $0.001 par value per share (Common
Stock) of the Issuer that were outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission (the SEC) on November 16, 2020. The amounts reported in this
Schedule 13G represent 3,477,886 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 (2,782,309 votes) and convertible
into 6,955,772 shares of common stock in connection with a bona fide transfer to a third party.
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CUSIP No. 143764108
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1.
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NAMES OF REPORTING PERSONS
Comcast Bidco Limited
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2.
|
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
|
4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
England &
Wales
|
|
|
|
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|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
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SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
2,782,309* (See Item 4)
|
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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
6,955,772* (See Item
4)
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|
|
|
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,772* (See Item 4)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.3%* (See Item
4)
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12.
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TYPE OF REPORTING
PERSON
FI
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*
|
As of November 11, 2020 based on 67,533,800 shares of common stock, $0.001 par value per share (Common
Stock) of the Issuer that were outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission (the SEC) on November 16, 2020. The amounts reported in this
Schedule 13G represent 3,477,886 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 (2,782,309 votes) and convertible
into 6,955,772 shares of common stock in connection with a bona fide transfer to a third party.
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CUSIP No. 143764108
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1.
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NAMES OF REPORTING PERSONS
Sky Limited
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
England &
Wales
|
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
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SOLE VOTING POWER
0
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|
6.
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SHARED VOTING POWER
2,782,309* (See Item 4)
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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
6,955,772* (See Item
4)
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|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,772* (See Item 4)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.3%* (See Item
4)
|
12.
|
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TYPE OF REPORTING
PERSON
FI
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*
|
As of November 11, 2020 based on 67,533,800 shares of common stock, $0.001 par value per share (Common
Stock) of the Issuer that were outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission (the SEC) on November 16, 2020. The amounts reported in this
Schedule 13G represent 3,477,886 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 (2,782,309 votes) and convertible
into 6,955,772 shares of common stock in connection with a bona fide transfer to a third party.
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CUSIP No. 143764108
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1.
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NAMES OF REPORTING PERSONS
Sky UK Limited
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
England &
Wales
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|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
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SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
2,782,309* (See Item 4)
|
|
7.
|
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SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
6,955,772* (See Item
4)
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,772* (See Item 4)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.3%* (See Item
4)
|
12.
|
|
TYPE OF REPORTING
PERSON
FI
|
*
|
As of November 11, 2020 based on 67,533,800 shares of common stock, $0.001 par value per share (Common
Stock) of the Issuer that were outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission (the SEC) on November 16, 2020. The amounts reported in this
Schedule 13G represent 3,477,886 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 (2,782,309 votes) and convertible
into 6,955,772 shares of common stock in connection with a bona fide transfer to a third party.
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CUSIP No. 143764108
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1.
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NAMES OF REPORTING PERSONS
Sky Ventures Limited
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3.
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SEC USE ONLY
|
4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
England &
Wales
|
|
|
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|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
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SOLE VOTING POWER
0
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6.
|
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SHARED VOTING POWER
2,782,309* (See Item 4)
|
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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
6,955,772* (See Item
4)
|
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|
|
|
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9.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,772* (See Item 4)
|
10.
|
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.3%* (See Item
4)
|
12.
|
|
TYPE OF REPORTING
PERSON
FI
|
*
|
As of November 11, 2020 based on 67,533,800 shares of common stock, $0.001 par value per share (Common
Stock) of the Issuer that were outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission (the SEC) on November 16, 2020. The amounts reported in this
Schedule 13G represent 3,477,886 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 (2,782,309 votes) and convertible
into 6,955,772 shares of common stock in connection with a bona fide transfer to a third party.
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Item 1(a).
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Name of Issuer:
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fuboTV Inc. (formerly known as FaceBank Group, Inc.)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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1330 Avenue of the Americas, New York, New York 10019
Item 2(a).
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Name of Reporting Persons:
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(b)
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Comcast Bidco Holdings Limited
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(c)
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Comcast Bidco Limited
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Sky Ventures Limited is the direct holder of the shares of Preferred Stock included in this Schedule 13G. Sky Ventures Limited is a wholly
owned subsidiary of Sky UK Limited, which is a wholly owned subsidiary of Sky Limited, which is a wholly owned subsidiary of Comcast Bidco Limited, which is a wholly owned subsidiary of Comcast Bidco Holdings Limited, which is a wholly owned
subsidiary of Comcast Corporation.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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(a)
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Comcast Corporation: One Comcast Center, Philadelphia, Pennsylvania 19103-2838
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(b)
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Comcast Bidco Holdings Limited: Sky Central Grant Way, Isleworth, Middlesex, TW7 5QD United Kingdom
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(c)
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Comcast Bidco Limited: Sky Central Grant Way, Isleworth, Middlesex, TW7 5QD United Kingdom
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(d)
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Sky Limited: Sky Central Grant Way, Isleworth, Middlesex, TW7 5QD United Kingdom
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(e)
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Sky UK Limited: Sky Central Grant Way, Isleworth, Middlesex, TW7 5QD United Kingdom
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(f)
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Sky Ventures Limited: Sky Central Grant Way, Isleworth, Middlesex, TW7 5QD United Kingdom
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(a)
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Comcast Corporation: Pennsylvania
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(b)
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Comcast Bidco Holdings Limited: England & Wales
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(c)
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Comcast Bidco Limited: England & Wales
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(d)
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Sky Limited: England & Wales
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(e)
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Sky UK Limited: England & Wales
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(f)
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Sky Ventures Limited: England & Wales
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001
143764108
Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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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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☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
6,955,772 shares of Common Stock of the Issuer are being reported as beneficially owned by the Reporting Persons because the Reporting Persons
are deemed to beneficially own such shares as a result of their direct ownership of 3,477,886 shares of Preferred Stock, which are entitled to 0.8 votes per share (2,782,309 votes) and convertible into 6,955,772 shares of Common Stock in connection
with a bona fide transfer to a third party.
Based on 67,533,800 shares of Common Stock of the Issuer that were outstanding as reported by
the Issuer in its Quarterly Report on Form 10-Q and filed with the SEC on November 16, 2020, and assuming the Reporting Persons converted all 3,477,886 shares of Preferred Stock into 6,955,772 shares of
Common Stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock have elected to convert, the 6,955,772 shares of the Issuers common stock reported as being beneficially owned by the
Reporting Persons in this Schedule 13G would represent approximately 9.3% of the outstanding common stock of the Issuer.
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.
|
Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
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: February 11, 2021
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COMCAST CORPORATION
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By:
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/s/ Thomas J. Reid
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Name:
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Thomas J. Reid
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Title:
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Chief Legal Officer and Secretary
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COMCAST BIDCO HOLDINGS LIMITED
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By:
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/s/ Thomas J. Reid
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Name:
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Thomas J. Reid
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Title:
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Director
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COMCAST BIDCO LIMITED
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By:
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/s/ Thomas J. Reid
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Name:
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Thomas J. Reid
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Title:
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Director
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SKY LIMITED
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By:
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/s/ Thomas J. Reid
|
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Name:
|
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Thomas J. Reid
|
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Title:
|
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Director
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SKY UK LIMITED
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By:
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/s/ Robert Eatroff
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Name:
|
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Robert Eatroff
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Title:
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Authorized Attorney
|
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SKY VENTURES LIMITED
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By:
|
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/s/ Robert Eatroff
|
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Name:
|
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Robert Eatroff
|
|
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Title:
|
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Authorized Attorney
|
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