SC 13D/A 1 tm2030031-1_sc13da.htm SC 13D/A

 

 

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. 6)*

 

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)

 

August 31, 2020

(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 2 of 8 pages

 

1

NAMES OF REPORTING PERSONS

 

Darcie 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

 

21,503,171

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,503,171

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,503,171

 
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. G5784H106 13D Page 3 of 8 pages

  

1

NAMES OF REPORTING PERSONS

 

Darcie Glazer Kassewitz

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

 

21,503,171

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

21,503,171

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,503,171

 
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

CUSIP No. G5784H106 13D Page 4 of 8 pages

 

1

NAMES OF REPORTING PERSONS

 

DSGT Holdings LLC

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

 

Delaware

 

 

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  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

 
14

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

 

 

 

CUSIP No. G5784H106 13D Page 5 of 8 pages

 

Explanatory Note

  

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) 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. This Amendment No. 6 relates solely to a release of shares from a pledge and transfer between two related entities, and does not indicate any conversion or sale of shares.

 

ITEM 4.Purpose of Transaction.

 

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

 

Release of Pledged Shares.

 

On August 7, 2020, DSGT Holdings LLC repaid its obligations under the previously disclosed August 2017 line of credit agreement with CPPIB Credit Investments Inc. and Albacore Partners I Investment Holdings B DAC (the “CPPIB Loan Agreement”). As a result, the 603,806 Class A ordinary shares and 2,385,091 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.

 

Assignment of Shares.

 

On August 31, 2020, DSGT Holdings LLC, assigned 603,806 Class A ordinary shares and 2,385,091 Class B ordinary shares of the Issuer (the “Assigned Shares”) to the Darcie S. Glazer Irrevocable Exempt Trust in an estate planning transaction.  No consideration was paid by the Darcie S. Glazer Irrevocable Exempt Trust for the Assigned Shares.

 

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 on 40,570,967 Class A ordinary shares outstanding as of June 30, 2019.

 

 

 

CUSIP No. G5784H106 13D Page 6 of 8 pages

 

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
 
Darcie S. Glazer Irrevocable Exempt Trust  21,503,171     35%  0   21,503,171     0  21,503,171  
Darcie Glazer Kassewitz  21,503,171     35%  0   21,503,171     0  21,503,171  
DSGT Holdings LLC  0     0%  0   0     0  0  

 

The Trust is the record holder of 20,899,365 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 Trust is the record holder of 603,806 Class A ordinary shares.  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) As of August 31, 2020, following the assignment of shares described in Item 4 above, from DSGT Holdings LLC to the Darcie S. Glazer Irrevocable Exempt Trust for no consideration as part of an estate planning transaction, DSGT Holdings LLC ceased to be the beneficial owner of any of the Class A ordinary shares of the issuer.

 

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.

 

Item 4 above summarizes certain provisions of the Assignment of Shares and is incorporated herein by reference.  A copy of the Assignment of Shares is attached as an exhibit to this Statement, 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.

 

 

 

CUSIP No. G5784H106 13D Page 7 of 8 pages

 

  Item 7. Materials to be Filed as Exhibits

 

Exhibit
Number
  Description
1   Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Statement filed by the Reporting Persons on August 23, 2013).

 

 

 

CUSIP No. G5784H106 13D Page 8 of 8 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:      August 31, 2020

 

  Darcie S. Glazer Irrevocable Exempt Trust
   
  By: /s/ Darcie Glazer Kassewitz
  Name:      Darcie Glazer Kassewitz
  Title:        Trustee
   
  Darcie Glazer Kassewitz
   
  /s/ Darcie Glazer Kassewitz
  Name:      Darcie Glazer Kassewitz
   
  DSGT Holdings LLC
   
  By: Darcie S. Glazer Irrevocable Exempt Trust, its sole member
   
  By: /s/ Darcie Glazer Kassewitz
  Name:      Darcie Glazer Kassewitz
  Title:        Trustee