SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2020 | 3. Issuer Name and Ticker or Trading Symbol FaceBank Group, Inc. [ FBNK ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series AA Convertible Preferred Stock | (1) | (1) | Common Stock | 5,149,174(2) | (1) | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Each share of Series AA Convertible Preferred Stock of FaceBank Group, Inc. (the "Issuer") is convertible into two shares of Common Stock of the Issuer in connection with a bona fide transfer to a third party. Subject to such automatic conversion, the shares of Series AA Convertible Preferred Stock have no expiration date |
2. Based on 32,307,285 shares of Common Stock of the Issuer that were outstanding following the April 1, 2020 merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc., as disclosed by the Issuer in the Form 8-K filed with the Securities and Exchange Commission on April 7, 2020, Discovery Inc.'s holding of shares of Series AA Convertible Preferred Stock is deemed to represent a beneficial ownership more than 10% of the outstanding shares of Common Stock. However, Discovery Inc.'s holdings of shares of Series AA Convertible Preferred Stock represent less than 5% of total voting power of all shares of the Issuer's Common Stock and Series AA Convertible Preferred Stock on a combined basis. The number of shares of Series AA Preferred outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger. |
3. Scripps Networks, LLC is the direct holder of the shares of Series AA Convertible Preferred Stock reflected in this Form 3. Scripps Networks, LLC is a wholly owned subsidiary of Networks Holdings, Inc., which is a wholly owned subsidiary of Scripps Networks Interactive, Inc., which is a wholly owned subsidiary of Discovery, Inc. |
Remarks: |
Discovery, Inc.; By: /s/ Tara L. Smith, Senior Vice President, Securities & Executive Compensation and Assistant Secretary | 05/20/2020 | |
Scripps Networks Interactive, Inc.; By: /s/ Tara L. Smith, Senior Vice President and Secretary | 05/20/2020 | |
Networks Holdings, Inc.; By: /s/ Tara L. Smith, Senior Vice President and Secretary | 05/20/2020 | |
Scripps Networks, LLC; By: /s/ Tara L. Smith, Senior Vice President and Secretary | 05/20/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |