Sec Form 13G Filing - Walt Disney Co (DIS) filing for FUBOTV INC (FUBO) - 2020-04-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 143764108

1.

Names of Reporting Persons
The Walt Disney Company

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
 2,652,004*

7.

Sole Dispositive Power
 0

8.

Shared Dispositive Power
6,630,012*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

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)
16.14%* 

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons
TWDC Enterprises 18 Corp.

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
 2,652,004*

7.

Sole Dispositive Power
 0

8.

Shared Dispositive Power
6,630,012*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

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)
16.14%* 

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons
Disney Enterprises, Inc.

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
 2,652,004*

7.

Sole Dispositive Power
 0

8.

Shared Dispositive Power
6,630,012*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

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)
16.14%* 

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons
TFCF Corporation

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
 2,652,004*

7.

Sole Dispositive Power
 0

8.

Shared Dispositive Power
6,630,012*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

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)
16.14%* 

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons
TFCF America, Inc.

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
 2,652,004*

7.

Sole Dispositive Power
 0

8.

Shared Dispositive Power
6,630,012*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,012*

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)
16.14%* 

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
FaceBank Group, Inc.

(b)

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

Item 2.

(a)

Name of Person Filing
The Walt Disney Company

TWDC Enterprises 18 Corp.

Disney Enterprises, Inc.

TFCF Corporation

TFCF America, Inc.

TFCF America, Inc. is the direct holder of the shares of Preferred Stock reflect in this Schedule 13G.  TFCF America, Inc. is a wholly owned subsidiary of TFCF Corporation, which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of TWDC Enterprises 18 Corp., which is a wholly owned subsidiary of The Walt Disney Company.

(b)

Address of Principal Business Office or, if none, Residence
The Walt Disney Company - 500 South Buena Vista Street; Burbank, California 91521

TWDC Enterprises 18 Corp. - 500 South Buena Vista Street; Burbank, California 91521

Disney Enterprises, Inc. - 500 South Buena Vista Street; Burbank, California 91521

TFCF Corporation - 1211 Avenue of the Americas; New York, NY 10036

TFCF America, Inc. - 1211 Avenue of the Americas; New York, NY 10036

(c)

Citizenship
Each Reporting Person - 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)

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 association 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

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

(k)

o

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:

6,630,012*

(b)

Percent of class:

16.14%*

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

2,652,004*

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

6,630,012*

* As of April 1, 2020 based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc. The amounts reported in this Schedule 13G represent 3,315,006 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 (2,652,004 votes) and convertible into 6,630,012 shares of common stock in connection with a bona fide transfer to a third party. The Reporting Persons’ 3,315,006 shares of Preferred Stock represent 6.05% of the total number of all outstanding shares of the Issuer’s common stock (assuming the conversion of all 32,324,362 shares of Preferred Stock outstanding) and less than 5% of the total voting power of all outstanding shares of the Issuer’s common stock and Preferred Stock on a combined basis as of April 1, 2020. Assuming the Reporting Persons converted all of their shares of Preferred Stock reported in this Schedule 13G 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 6,630,012 shares of the Issuer’s common stock reported as being beneficially owned by the Reporting Persons in this Schedule 13G would represent approximately 16.14% of the outstanding common stock of the Issuer. The amount of both classes of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.

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   o.

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 o r 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

The Walt Disney Company

By:

/s/ James Kapenstein

Name: James Kapenstein

Title: Associate General Counsel

TWDC Enterprises 18 Corp.

By:

/s/ James Kapenstein

Name: James Kapenstein

Title: Senior Vice President

Disney Enterprises, Inc.

By:

/s/ James Kapenstein

Name: James Kapenstein

Title: Vice President

TFCF Corporation

By:

/s/ James Kapenstein

Name: James Kapenstein

Title: Senior Vice President

TFCF America, Inc.

By:

/s/ James Kapenstein

Name: James Kapenstein

Title: President