Glazer Trust Amends Manchester United Ownership

TL;DR

**Kevin Glazer's trust just updated its Manchester United ownership stake, signaling potential shifts in control.**

AI Summary

This SC 13D/A filing, Amendment No. 8, for Manchester United plc (NYSE: MANU) was filed on February 22, 2024, by the Kevin Glazer Irrevocable Exempt Trust and KEGT Holdings LLC. The filing indicates a change in beneficial ownership, with Kevin E. Glazer being a group member. The Class A ordinary shares, par value $0.0005 per share, are the subject of this amendment.

Why It Matters

This filing updates the public record on the beneficial ownership structure of Manchester United, specifically concerning the Glazer family's holdings, which can influence corporate governance and potential future transactions for the football club.

Risk Assessment

Risk Level: low — This is an amendment to a Schedule 13D, indicating a change in beneficial ownership, which is a routine disclosure and not inherently high-risk.

Key Players & Entities

• Manchester United plc (company) — Subject Company
• Kevin Glazer Irrevocable Exempt Trust (company) — Filing Entity
• KEGT Holdings LLC (company) — Group Member
• Kevin E. Glazer (person) — Group Member
• $0.0005 (dollar_amount) — Par value per share

FAQ

Key Financial Figures

• $0.0005 — er) Class A ordinary shares, par value $0.0005 per share (Title of Class of Securiti
• $33.00 — e Class A ordinary share, at a price of $33.00 per Class A ordinary share (subject to
• $200 million — for an aggregate subscription price of $200 million (such subscription, the “Closing
• $100 m — for an aggregate subscription price of $100 million, to close on December 31, 2024, o

Filing Documents

• tm247053d1_sc13da.htm (SC 13D/A) — 81KB
• 0001104659-24-026690.txt ( ) — 82KB

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby is amended and supplemented as follows

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

Interest in Securities of

Item 5. Interest in Securities of the Issuer.

of the Statement is hereby amended and restated in its entirety

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. (d) None. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended and supplemented by the following

Item 6 is hereby amended and supplemented by the following:

above summarizes certain provisions of

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

Materials

Item 7. Materials to be Filed as Exhibits

of the Statement is hereby supplemented as follows

Item 7 of the Statement is hereby supplemented as follows. Exhibit Number Description 99.5 Registration Rights Agreement, dated as of February 20, 2024, by and among the Company, the Sellers and Purchaser (incorporated by reference to Exhibit 99.2 to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on February 21, 2024). CUSIP No. G5784H106 13D Page 7 of 7 pages

SIGNATURES

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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