TFCF America, Inc SEC Form 3 Filed August 10, 2020: Initial statement of beneficial ownership of sec... Last Updated February 13, 2021 at 7:00 AM ST

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SEC FORM 3 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
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1. Name and Address of Reporting Person*
Walt Disney Co

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2020
3. Issuer Name and Ticker or Trading Symbol
FaceBank Group, Inc. [ FBNK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 6,630,012(2) (1) I See footnote(3)
1. Name and Address of Reporting Person*
Walt Disney Co

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DISNEY ENTERPRISES INC

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TWDC Enterprises 18 Corp.

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TFCF Corp

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TFCF America, Inc

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
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 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 38,684,136 shares of common stock of the Issuer outstanding as of July 2, 2020, as disclosed by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 6, 2020, The Walt Disney Company's holding of shares of Series AA Convertible Preferred Stock may be deemed to represent beneficial ownership of greater than 10% of the outstanding shares of Common Stock.
3. TFCF America, Inc. is the direct holder of the shares of Series AA Convertible Preferred Stock reflected in this Form 3. TFCF America, Inc. is a wholly owned subsidiary of TFCF Corporation, which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of TWDC Enterprises 18 Corp., which is a wholly owned subsidiary of The Walt Disney Company.
The Walt Disney Company By: /s/ James Kapenstein Name: James Kapenstein Title: Associate General Counsel 08/10/2020
TWDC Enterprises 18 Corp. By: /s/ James Kapenstein Name: James Kapenstein Title: Senior Vice President 08/10/2020
Disney Enterprises, Inc. By: /s/ James Kapenstein Name: James Kapenstein Title: Vice President 08/10/2020
TFCF Corporation By: /s/ James Kapenstein Name: James Kapenstein Title: Senior Vice President 08/10/2020
TFCF America, Inc. By: /s/ James Kapenstein Name: James Kapenstein Title: President 08/10/2020
** 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.
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