Form SC 13D/A Manchester United plc Filed by: Edward S. Glazer Irrevocable Exempt Trust

 

 

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. 5)*

 

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)

 

October 5, 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).

 

 

CUSIP No. G5784H106

13D

Page 1 of 6 pages

 

1	NAMES OF REPORTING PERSONS   Edward S. Glazer Irrevocable Exempt Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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) ¨
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   15,003,172
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   15,003,172

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,003,172
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                           ¨ CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   22.1%
14	TYPE OF REPORTING PERSON   OO

 

 

CUSIP No. G5784H106

13D

Page 2 of 6 pages

 

1	NAMES OF REPORTING PERSONS   Edward S. Glazer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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) ¨
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   15,899,366
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   15,899,366

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,899,366
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                                ¨ CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   22.1%
14	TYPE OF REPORTING PERSON   IN

 

 

CUSIP No. G5784H106

13D

Page 3 of 6 pages

 

Explanatory Note

 

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 23, 2013 (as amended to date, 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”); and

 

2)       Edward S. Glazer (the “Trustee”).

 

The Trust is organized in the State of Nevada. 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 October 5, 2021, the Kevin Glazer Irrevocable Exempt Family Trust and the Edward S. Glazer Irrevocable Exempt Trust (together, the “Selling Shareholders”) agreed to sell 5,000,000 and 4,500,000 Class A ordinary shares, respectively, at a price of $16.98 per share (the “Offering”) to BofA Securities, Inc. (the “Underwriter”) pursuant to the terms and conditions of the underwriting agreement (the “Underwriting Agreement”) entered into between the Issuer, the Selling Shareholders and the Underwriter. The sale was consummated on October 8, 2021. In connection with the sale, the Kevin Glazer Irrevocable Exempt Family Trust and the Edward S. Glazer Irrevocable Exempt Trust converted 5,000,000 and 4,500,000 Class B ordinary shares of the Issuer, respectively, into a corresponding number of Class A ordinary shares.

 

 

CUSIP No. G5784H106

13D

Page 4 of 6 pages

 

Pursuant to the Underwriting Agreement, the Selling Shareholders agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, they will not, during the period ending 45 days after the date of the final prospectus with respect to the Offering: (i) sell or offer to sell any Class A ordinary shares or Related Securities (as defined in the Underwriting Agreement) owned either of record or beneficially by the Selling Shareholders, (ii) enter into any swap, (iii) cause to be filed, or cause its Class A ordinary shares or Related Securities to be included on, a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to the registration under the Securities Act of the offer and sale of any Class A ordinary shares or Related Securities, or (iv) publicly announce any intention to do any of the foregoing.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Statement is hereby 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 on 52,795,150 Class A ordinary shares outstanding as of October 8, 2021.

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Edward S. Glazer Irrevocable Exempt Trust			15,003,172				22.1	%			0				15,003,172				0				15,003,172
Edward S. Glazer			15,003,172				22.1	%			0				15,003,172				0				15,003,172

 

The Trust is the record holder of 15,003,172 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 described in Item 4, none of the Reporting Persons has effected any transactions in the Class A ordinary shares during the past 60 days.

 

(d)

None.

 

(e)

As of February 25, 2021, ESGT Holdings LLC ceased to be the beneficial owner of more than five percent of the Class A ordinary shares.

 

 

CUSIP No. G5784H106

13D

Page 5 of 6 pages

 

Item 6.

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

 

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

 

Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of the Underwriting Agreement is attached as an exhibit hereto, and is incorporated herein by reference.

 

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
5		Underwriting Agreement, dated October 5, 2021, among Manchester United plc, the Kevin Glazer Irrevocable Exempt Family Trust, the Edward S. Glazer Irrevocable Exempt Trust and BofA Securities, Inc. as Underwriter (incorporated by reference to Exhibit 1.1 to the Issuer’s Report on Form 6-K furnished on October 7, 2021).

  

 

CUSIP No. G5784H106

13D

Page 6 of 6 pages

 

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: October 18, 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

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D/A with respect to the common stock of Manchester United plc beneficially owned by each of them. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D/A.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 18, 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

 

 

 

 

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