Sec Form 13D Filing - Edward S. Glazer Irrevocable Exempt Trust filing for Manchester United plc (MANU) - 2021-02-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a)
and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

MANCHESTER UNITED PLC

(Name of Issuer)

 

Class A ordinary shares, par value $0.0005 per share

(Title of Class of Securities)

 

G5784H106

(CUSIP Number)

 

c/o Manchester United plc

Old Trafford

Manchester M16 0RA

United Kingdom

+44 (0) 161 868 8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 25, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

1	NAMES OF REPORTING PERSONS   Edward S. Glazer Irrevocable Exempt Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   19,503,172
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   19,503,172

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,503,172
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   33.4%
14	TYPE OF REPORTING PERSON   OO

 

 

1	NAMES OF REPORTING PERSONS   Edward S. Glazer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   19,503,172
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   19,503,172

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,503,172
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   33.4%
14	TYPE OF REPORTING PERSON   IN

 

 

1	NAMES OF REPORTING PERSONS   ESGT Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

 

 

 

Explanatory Note

 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 23, 2013, as previously amended (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)

Edward S. Glazer Irrevocable Exempt Trust (the “Trust”);

 

2)

ESGT Holdings LLC (the "LLC"); and

 

3)

Edward S. Glazer (the “Trustee”).

 

The Trust is organized in the State of Nevada. The 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 Director of the Issuer.

 

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 4.

Purpose of Transaction.

 

Item 4 of the Statement is amended and supplemented by inserting the following information:

 

On February 16, the LLC repaid its obligations under the previously disclosed line of credit agreement with CPPIB Credit Investments Inc. and Albacore Partners I Investment Holdings B DAC (the “CPPIB Loan Agreement”). As a result, all Class B ordinary shares of the Issuer pledged pursuant to the CPPIB Loan Agreement were released from the pledged and the CPPIB Loan Agreement was terminated according to its terms.

 

 

On February 25, 2021, the LLC transferred 8,447,466 Class B ordinary shares to the Trust for no consideration in an estate planning transaction. As a result of this transfer, the LLC ceased to be the beneficial owner of any of the Class A Ordinary shares of the Issuer.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Statement 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 38,939,193 Class A ordinary shares outstanding as of June 30, 2020.

 

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
Edward S. Glazer Irrevocable Exempt Trust			19,503,172				33.4	%			0				19,503,172				0				19,503,172
Edward S. Glazer			19,503,172				33.4	%			0				19,503,172				0				19,503,172
ESGT Holdings LLC			0				0	%			0				0				0				0

 

The Trust is the record holder of 19,503,172 Class B ordinary shares, which are convertible on a one-for-one basis into Class A ordinary shares at any time at the option of the holder.  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.

 

(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 6.

Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Statement is amended and supplemented as follows:

 

Item 4 above summarizes certain updates to the CPPIB Loan Agreement and the shares pledged pursuant thereto and is incorporated herein by reference. On February 16, 2020, the Trust provided 11,000,000 Class B ordinary shares of the Issuer as security pursuant to a line of credit agreement entered into with Bank of America, N.A. (the "BOA Loan Agreement"), to replace the CPPIB Loan Agreement. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits.

 

	Exhibit Number		Description
	1		Joint Filing Agreement by and between Edward S. Glazer Irrevocable Exempt Trust and Edward S. Glazer, and ESGT Holdings LLC, dated February 24, 2021.

 

 

SIGNATURES

 

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 25, 2021

	Edward S. Glazer Irrevocable Exempt Trust
	By:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee

 

	Edward S. Glazer

		/s/ Edward S. Glazer
	Name:	Edward S. Glazer

 

ESGT Holdings LLC

 

By:

Edward S. Glazer Irrevocable Exempt Trust, its sole member

 

	By:	/s/ Edward S. Glazer
	Name:	Edward S. Glazer
	Title:	Trustee