Sec Form 13G Filing - MCGLYNN DENIS filing for DOVER MOTORSPORTS INC (DVD) - 2020-01-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 260174 10 7

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Denis McGlynn

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
845,655

6.

Shared Voting Power:
252,000

7.

Sole Dispositive Power:
845,655

8.

Shared Dispositive Power:
252,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,097,655

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
5.9%

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 260174 10 7

Item 1.

(a)

Dover Motorsports, Inc.

(b)

1131 N. DuPont Highway, Dover, DE  19901

Item 2.

(a)

Denis McGlynn

(b)

1131 N. DuPont Highway, Dover, DE  19901

(c)

United States

(d)

The class of equity security to which this Schedule 13G relates is the Common Stock (the “Common Stock”), par value $.10 per share, of Dover Motorsports, Inc., a Delaware corporation (the “Company” or the “issuer”).  The Common Stock is publicly traded.  The ownership reflected above includes both Common Stock and Class A Common Stock.  Class A Common Stock is not publicly traded.  Class A Common Stock entitles the holder to ten (10) votes per share and is convertible at any time into shares of Common Stock on a one-for-one basis at the option of the shareholder.  As a result, under Rule 13d, a holder of Class A Common Stock is deemed to have beneficial ownership of the Common Stock which such shareholder may acquire upon conversion of the Class A Common Stock.  The percentages set forth herein assume the conversion of all shares of Class A Common Stock beneficially owned by the Reporting Person into Common Stock.

(e)

260174 10 7

Item 3.

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

CUSIP No. 260174 10 7

Item 4.

Ownership.

(a)

Amount beneficially owned:   

1,097,655.  The Reporting Person beneficially owns 335,127 shares of Common Stock and 762,528 shares of Class A Common Stock or 5.9% of the shares of Common Stock outstanding as of December 31, 2019 (which for these purposes assumes the conversion of all shares of Class A Common Stock beneficially owned by the Reporting Person).  This includes 80,000 shares of unvested restricted Common Stock granted under the Company’s Stock Incentive Plan; and 20,000 shares of Common Stock and 232,000 shares of Class A Common Stock held by his wife.

(b)

Percent of class:   

5.9%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

845,655

(ii)

Shared power to vote or to direct the vote:    

252,000

(iii)

Sole power to dispose or to direct the disposition of:   

845,655

(iv)

Shared power to dispose or to direct the disposition of:   

252,000

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

CUSIP No. 260174 10 7

Item 10.

Certification

Not Applicable.

Date: January 7, 2020

/s/ Denis McGlynn

Denis McGlynn

President, Chief Executive Officer and Director