Sec Form 13G Filing - Warner Bros. Discovery Inc. @ FUBOTV INC

Sec Form 13G Filing - Warner Bros. Discovery Inc. (WBD) filing for FUBOTV INC (FUBO) - 2021-01-05

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. 1)*

FUBOTV INC.

(formerly FACEBANK GROUP, INC.)

(Name of Issuer)

Common Stock, par value $0.0001

(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)

*	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).

Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The amounts reported in this Amendment represent 574,587 shares of the Issuer’s Series AA Convertible Preferred Stock (the “Preferred Stock”) owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.

Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The amounts reported in this Amendment represent 574,587 shares of the Issuer’s Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.

Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The amounts reported in this Amendment represent 574,587 shares of the Issuer’s Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.

Based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The amounts reported in this Amendment represent 574,587 shares of the Issuer’s Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.


Item 1.

	(a)	Name of Issuer FaceBank Group, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices 1115 Broadway, 12th Floor, New York, NY, 10010

Item 2.

	(a)	Name of Person Filing Discovery, Inc. Scripps Networks Interactive, Inc. Networks Holdings, Inc. Scripps Networks, LLC Scripps Networks LLC is the direct holder of the shares of Preferred Stock reflected in this Amendment. Scripps Networks LLC is a wholly owned subsidiary of Networks Holdings, Inc., which is a wholly owned subsidiary of Scripps Networks Interactive, Inc., which is a wholly owned subsidiary of Discovery, Inc.

	(b)	Address of Principal Business Office or, if none, Residence Discovery, Inc. - 8403 Colesville Road, Silver Spring, MD 20910 Scripps Networks Interactive, Inc. - 9721 Sherrill Boulevard, Knoxville TN 37932 Networks Holdings, Inc. - 9721 Sherrill Boulevard, Knoxville TN 37932 Scripps Networks, LLC - 9721 Sherrill Boulevard, Knoxville TN 37932

	(c)	Citizenship Discovery, Inc. - Delaware Scripps Networks Interactive, Inc. - Ohio Networks Holdings, Inc. - Delaware Scripps Networks, LLC - Delaware

	(d)	Title of Class of Securities Common Stock, par value $0.0001

	(e)	CUSIP Number 143764108

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

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

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

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

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

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



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

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

(i)	☐	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)	☐	A non-U.S. institution in accordance with § 240.13d—1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d—1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d—1(b)(1)(ii)(J), please specify the type of institution:

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:

1,149,174

(b)

Percent of class:

1.67%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

459,669

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

1,149,174

The amounts reported in this Amendment represent 574,587 shares of the Issuer’s Preferred Stock owned by the Reporting Persons, which are entitled to 0.8 votes per share (459,669 votes) and convertible into 1,149,174 shares of the Issuer’s common stock in connection with a bona fide transfer to a third party, and are based on 67,495,090 shares of common stock of the Issuer that were outstanding as of October 26, 2020. The Reporting Persons’ 574,587 shares of Preferred Stock represent less than 1% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,116,018 shares of Preferred Stock outstanding) and less than 1% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of October 26, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Amendment into shares of the Issuer’s common stock in connection with a bona fide transfer to a third party and no other holders of shares of Preferred Stock elected to convert, the 1,149,174 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Amendment would represent approximately 1.67% of the outstanding common stock of the Issuer. The number of shares of Preferred Stock outstanding is based on the prospectus filed by the Issuer on December 28, 2020.

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 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

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, other than activities solely in connection with a nomination under §240.14a-11.

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: January 5, 2021


Discovery, Inc.

By:	/s/ Tara L. Smith
	Name:	Tara L. Smith
	Title:	Senior Vice President, Securities & Executive Compensation and Assistant Secretary



Scripps Networks Interactive, Inc.

By:		/s/ Tara L. Smith
		Name: Tara L. Smith
		Title: Senior Vice President and Secretary

Networks Holdings, Inc.

By:		/s/ Tara L. Smith
		Name: Tara L. Smith
		Title: Senior Vice President and Secretary

Scripps Networks, LLC

By:		/s/ Tara L. Smith
		Name: Tara L. Smith
		Title: Senior Vice President and Secretary

Names of Reporting Persons

Discovery, Inc.

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

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

Delaware