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. 8)*
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 20, 2024
(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 7 pages |
| 1 |
NAMES
OF REPORTING PERSONS
Kevin Glazer Irrevocable Exempt Family 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
11,307,382 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
11,307,382 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,307,382 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
CERTAIN SHARES
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| CUSIP
No. G5784H106 |
13D |
Page 2
of 7 pages |
| 1 |
NAMES
OF REPORTING PERSONS
Kevin E. 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
11,307,382 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
11,307,382 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,307,382 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
CERTAIN SHARES
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| CUSIP
No. G5784H106 |
13D |
Page 3
of 7 pages |
| 1 |
NAMES
OF REPORTING PERSONS
KEGT 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
3,765,392 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
3,765,392 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,765,392 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
CERTAIN SHARES
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% |
| 14 |
TYPE
OF REPORTING PERSON
OO (limited liability company) |
| CUSIP
No. G5784H106 |
13D |
Page 4
of 7 pages |
Explanatory Note
This Amendment No. 8 to Schedule 13D (“Amendment
No. 8”) amends and supplements the Statement on Schedule 13D originally filed with the United States Securities and Exchange Commission
on August 23, 2013 (as amended to date, the “Statement”), relating to the 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” or the
“Company”). This Amendment No. 8 is filed by the Kevin E. Glazer Irrevocable Exempt Family Trust (the “Trust”),
KEGT Holdings LLC (the “LLC”) and Kevin E. Glazer (the “Trustee” and, together with the Trust and the LLC, the
“Reporting Persons”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby is amended and supplemented as follows.
On February 20, 2024 (the “Closing”), pursuant to and
upon the terms and subject to the conditions of that certain transaction agreement (the “Transaction Agreement”), dated as
of December 24, 2023, by and among Manchester United plc (the “Company”), the holders of the Company’s Class B ordinary
shares, par value $0.0005 per share (the “Class B ordinary shares”), identified therein (the “Sellers”) and Trawlers
Limited, a company limited by shares incorporated under the Isle of Man’s Companies Act 2006 with company number 021222V (“Purchaser”),
which is an entity solely owned by Sir Jim Ratcliffe (together with Purchaser, the “Offerors”), (i) the Offerors completed
the previously announced tender offer (the “Offer”) to purchase up to 13,237,834 of the Class A ordinary shares, representing
25.0% of the issued and outstanding Class A ordinary shares as of the close of business on December 22, 2023, rounded up to the nearest
whole Class A ordinary share, at a price of $33.00 per Class A ordinary share (subject to certain adjustments) (the “Offer Price”),
(ii) Purchaser completed the previously announced purchase of 25.0% of the issued and outstanding Class B ordinary shares from the Sellers
at the Offer Price (the Class B ordinary shares so purchased, the “Sale Shares”), which included 4,591,984 Class B ordinary
shares purchased by the Purchaser from the Trust, and (iii) Purchaser completed the previously announced subscription for 1,966,899.062
Class A ordinary shares and 4,093,706.998 Class B ordinary shares from the Company, at the Offer Price, for an aggregate subscription
price of $200 million (such subscription, the “Closing Share Subscription”). Pursuant to the Transaction Agreement, Purchaser
also agreed to subscribe for an additional 983,449.531 Class A ordinary shares and 2,046,853.499 Class B ordinary shares from the Company,
at the Offer Price, for an aggregate subscription price of $100 million, to close on December 31, 2024, or such earlier date following
the Closing as Purchaser may notify the Company in writing on no less than 10 business days’ written notice. The Transaction Agreement
previously was filed as an exhibit to the Schedule 13D.
| CUSIP
No. G5784H106 |
13D |
Page 5
of 7 pages |
| 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 54,918,234.062 Class A ordinary shares outstanding as of February 20, 2024.
| 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 | |
| Kevin Glazer Irrevocable Exempt Family Trust | |
11,307,382 | |
17.1 | % | |
0 | |
11,307,382 | |
0 | |
11,307,382 | |
| Kevin E. Glazer | |
11,307,382 | |
17.1 | % | |
0 | |
11,307,382 | |
0 | |
11,307,382 | |
| KEGT Holdings LLC | |
3,765,392 | |
6.4 | % | |
0 | |
3,765,392 | |
0 | |
3,765,392 | |
The LLC and the Trust are the record holders
of 3,765,392 and 7,541,990 Class B ordinary shares, respectively, 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 sole member of the LLC, and in such capacity may be deemed to beneficially
own the shares held of record by the LLC. Kevin E. Glazer is a trustee of the Trust, and in such capacity may be deemed to beneficially
own the shares held of record by the Trust and the LLC.
| (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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. |
Item 6 is hereby amended and supplemented by the following:
Item 4 above summarizes certain provisions of
the Registration Rights Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto,
and is incorporated by reference herein.
| CUSIP
No. G5784H106 |
13D |
Page 6
of 7 pages |
| Item 7. | Materials
to be Filed as Exhibits |
Item 7 of the Statement is hereby supplemented as follows.
| CUSIP
No. G5784H106 |
13D |
Page 7
of 7 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:
February 22, 2024
| |
Kevin Glazer Irrevocable Exempt Family
Trust |
| |
|
|
| |
By: |
/s/ Kevin E.
Glazer |
| |
Name: |
Kevin E. Glazer |
| |
Title: |
Trustee |
| |
|
|
| |
Kevin E. Glazer |
| |
|
|
| |
/s/
Kevin E. Glazer |
| |
Name: |
Kevin E. Glazer |
| |
|
|
| |
KEGT Holdings LLC |
| |
|
|
| |
By: |
Kevin Glazer Irrevocable Exempt Family Trust, its sole
member |
| |
|
|
| |
By: |
/s/ Kevin E.
Glazer |
| |
Name: |
Kevin E. Glazer |
| |
Title: |
Trustee |
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