Sec Form 13G Filing - NNS Holding filing for Madison Square Garden Sports Corp. (MSGS) - 2021-10-29

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Madison Square Garden Sports Corp.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
55825T103
(CUSIP Number)
 
N/A
(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)
[X] Rule 13d-1(c)
[   ] Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person's 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.
 
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).
 

 
 

CUSIP No.: 55825T103
 
 
 
 
 
1
NAME OF REPORTING PERSON
 
NNS Holding
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
400,000
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
400,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
400,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.03% (1)
12
TYPE OF REPORTING PERSON
 
CO
 
(1) Based on 19,688,624 shares of Class A Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the SEC on October 22, 2021.
 

CUSIP No.: 55825T103
 
 
 
 
1
NAME OF REPORTING PERSON
 
NNS Investments (Cyprus) Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
803,419
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
803,419
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
803,419
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.08% (1)
12
TYPE OF REPORTING PERSON
 
CO
 
(1) Based on 19,688,624 shares of Class A Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s Proxy Statement on Schedule 14A  filed with the SEC on October 22, 2021.
 

CUSIP No.: 55825T103
 
 
 
 
1
NAME OF REPORTING PERSON
 
NNS Holding (Cyprus) Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
803,419
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
803,419
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
803,419
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.08% (1)
12
TYPE OF REPORTING PERSON
 
CO
 
(1) Based on 19,688,624 shares of Class A Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the SEC on October 22, 2021.
 

CUSIP No.: 55825T103
 
 
 
 
1
NAME OF REPORTING PERSON
 
NNS S.à r.l.-SPF
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
1,203,419
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,203,419
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,203,419
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.11% (1)
12
TYPE OF REPORTING PERSON
 
CO
 
(1) Based on 19,688,624 shares of Class A Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the SEC on October 22, 2021.
 

CUSIP No.: 55825T103
 
 
 
 
1
NAME OF REPORTING PERSON
 
Nassef Sawiris
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Egypt; Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,203,419
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,203,419
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,203,419
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.11% (1)
12
TYPE OF REPORTING PERSON
 
IN
 
(1) Based on 19,688,624 shares of Class A Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s Proxy Statement on Schedule 14A  filed with the SEC on October 22, 2021.
 

CUSIP No.: 55825T103
 
 
 
 
ITEM 1(a).
NAME OF ISSUER:
 
 
 
Madison Square Garden Sports Corp. (the “Issuer”)
 
 
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
 
 
Two Penn Plaza
New York, NY  10121
 
 
ITEM 2(a).
NAME OF PERSON FILING:
 
 
 
NNS Holding
NNS Investments (Cyprus) Ltd
NNS Holding (Cyprus) Ltd
NNS S.à r.l.-SPF
Nassef Sawiris
 
 
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 
 
 
NNS Holding
 
c/o Intertrust Corporate Services (Cayman) Ltd
One Nexus Way
Camana Bay
Grand Cayman KY1-9005
Cayman Islands
 
NNS Investments (Cyprus) Ltd
NNS Holding (Cyprus) Ltd
 
18, Evagora Papachristoforou St.
Petoussis Bldg, Ground Fl, Off. 01
L imassol, Cyprus  3030
 
NNS S.à r.l.-SPF
Nassef Sawiris
 
35F, avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
 
 
 
ITEM 2(c).
CITIZENSHIP:
 
 
 
NNS Holding – Cayman Islands
NNS Investments (Cyprus) Ltd – Cyprus
NNS Holding (Cyprus) Ltd – Cyprus
NNS S.à r.l.-SPF – Luxembourg
Nassef Sawiris – Egypt; Belgium

 
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
 
 
 
Class A Common Stock (“Common Stock”)
 
 
ITEM 2(e).
CUSIP NUMBER:
 
 
 
55825T103
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
 
 
 
Not Applicable.
 
 
ITEM 4.
OWNERSHIP:
 
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
 
 
(a)
Amount beneficially owned:
 
 
NNS Holding – 400,000
NNS Investments (Cyprus) Ltd – 803,419
NNS Holding (Cyprus) Ltd – 803,419
NNS S.à r.l.-SPF – 1,203,419
Nassef Sawiris – 1,203,419
 
 
 
 
(b)
Percent of class:
 
 
NNS Holding – 2.03%
NNS Investments (Cyprus) Ltd – 4.08%
NNS Holding (Cyprus) Ltd – 4.08%
NNS S.à r.l.-SPF – 6.11%
Nassef Sawiris – 6.11%
 
 
 
 
(c)
Number of shares as to which the person has:
 
 
 
 
 
(i)        Sole power to vote or to direct the vote:
 
 
NNS Holding – 400,000
NNS Investments (Cyprus) Ltd –803,419
NNS Holding (Cyprus) Ltd – 803,419
NNS S.à r.l.-SPF – 1,203,419
Nassef Sawiris – 0
 
 
 
 
 
(ii)       Shared power to vote or to direct the vote:
 
 
NNS Holding – 0
NNS Investments (Cyprus) Ltd – 0
NNS Holding (Cyprus) Ltd – 0
NNS S.à r.l.-SPF – 0
Nassef Sawiris – 1,203,419

 
 < div style="font-size: 12pt"> 
 
 
 
(iii)      Sole power to dispose or to direct the disposition of:
 
 
NNS Holding – 400,000
NNS Investments (Cyprus) Ltd – 803,419
NNS Holding (Cyprus) Ltd – 803,419
NNS S.à r.l.-SPF – 1,203,419
Nassef Sawiris – 0
 
 
 
 
 
(iv)      Shared power to dispose or to direct the disposition of:
 
 
NNS Holding – 0
NNS Investments (Cyprus) Ltd – 0
NNS Holding (Cyprus) Ltd – 0
NNS S.à r.l.-SPF – 0
Nassef Sawiris – 1,203,419 

 
The Reporting Persons are directly or indirectly wholly-owned by NNS S.à r.l.-SPF (“NNS SPF”), the parent entity of several legal entities established to hold and invest financial assets worldwide.  All of the shares in NNS SPF are held for the NNS Jersey Trust on trust for Mr. Nassef Sawiris and his descendants.
 
NNS Holding is directly wholly-owned by NNS SPF, all of the shares of which are held for the NNS Jersey Trust.  Mr. Nassef Sawiris may be deemed to be the beneficial owner of such shares of Class A Common Stock held by NNS Holding.
 
NNS Investments (Cyprus) Ltd is directly wholly-owned by NNS Holding (Cyprus) Ltd, which is directly wholly-owned by NNS SPF, all of the shares of which are held for the NNS Jersey Trust.  Mr. Nassef Sawiris may be deemed to be the beneficial owner of such shares of Class A Common Stock held by NNS Investments (Cyprus) Ltd.
 
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any of these individuals is the beneficial owner of such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent that any such reporting person actually exercises voting or investment power with respect to such securities.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
 
 
 
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.
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:
 
 
 
Not applicable.
 
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
 
 
 
Not applicable.
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
 
 
 
Not applicable.
 
 
ITEM 10.
CERTIFICATION:
 
 
 
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.
 

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:  October 29, 2021
 

< td style="width: 49.09%; vertical-align: top;">
 
 
NNS HOLDING
 
 
 
 
 
 
By:
/s/ Christine Fletcher
 
Name:
Christine Fletcher
 
 
Title:
Director
 

 
NNS INVESTMENTS (CYPRUS) LTD
 
 
 
 
 
 
By:
/s/ Charalambos Pittas
 
 
Name:
Charalambos Pittas
 
 
Title:
Director
 
 
 
NNS HOLDING (CYPRUS) LTD
 
 
 
 
 
 
By:
/s/ Charalambos Pittas
 
 
Name:
Charalambos Pittas
 
 
Title:
Director
 

 
NNS S.à r.l.-SPF
 
 
 
 
 
 
By:
/s/ Bjorn Schuurmans
 
 
Name:
Bjorn Schuurmans
 
 
Title:
Manager
 

 
NASSEF SAWIRIS
 
 
 
 
 
 
By:
/s/ Nassef Sawiris
 
 
 

EXHIBIT 99.1
 
 
JOINT FILING AGREEMENT
 
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of an amendment to a Statement on Schedule 13G dated October 29, 2021 (including amendments thereto) with respect to the Class A Common Stock of Madison Square Garden Sports Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.
 
 
 

 
NNS HOLDING
 
 
 
 
 
 
By:
/s/ Christine Fletcher
 
 
Name:
Christine Fletcher
 
 
Title:
Director
 

 
NNS INVESTMENTS (CYPRUS) LTD
 
 
 
 
 
 
By:
/s/ Charalambos Pittas
 
 
Name:
Charalambos Pittas
 
 
Title:
Director
 
 
 
NNS HOLDING (CYPRUS) LTD
 
 
 
 
 
 
By:
/s/ Charalambos Pittas
 
 
Name:
Charalambos Pittas
 
 
Title:
Director
 

 
NNS S.à r.l.-SPF
 
 
 
 
 
 
By:
/s/ Bjorn Schuurmans
 
 
Name:
Bjorn Schuurmans
 
 
Title:
Manager
 

 
NASSEF SAWIRIS
 
 
 
 
 
 
By:
/s/ Nassef Sawiris