SEC Form 4 · accession 0001140361-15-044285
WORLD WRESTLING ENTERTAINMENTINC · WWE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Linda E. McMahon
10% Owner
Period of report
Dec 7, 2015
Accepted (ET)
Dec 11, 2015 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001091907
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, par value $.01 per shareF1,F2,F5,F4 | $0.00 | Dec 7, 2015 | G | 2,209,773 | A | — | — | Class A Common Stock, par value $.01 per share | 2,209,773 | 3,739,266 | D |
| Class B Common Stock, par value $.01 per shareF6,F4 | $0.00 | holding | — | — | — | — | — | Class A Common Stock, par value $.01 per share | 566,670 | 566,670 | D |
Explanation of responses
- F1This Form 4 is jointly filed by the Vincent K. McMahon 2013 Irrev. Trust U/A dtd. December 5, 2013 (the "GRAT") and Linda E. McMahon ("Ms. McMahon"). Ms. McMahon is the trustee of the GRAT, which was established by Vincent K. McMahon ("Mr. McMahon") for the benefit of Mr. McMahon and certain members of Mr. McMahon's family to hold a portion of the shares of Class B Common Stock previously owned directly by Mr. McMahon. Ms. McMahon has sole voting power and authority, and Ms. McMahon and Mr. McMahon (as special trustee of the GRAT) each has unilateral power and authority to sell, with respect to the 3,739,266 shares of Class B Common Stock held by the GRAT. During the initial three-year term of the GRAT, an annual annuity amount is payable to Mr. McMahon (or his estate) in trust shares of Class B Common Stock or other property.
- F2On the termination of the GRAT, after annuity distributions to Mr. McMahon (or his estate), any remaining trust shares of Class B Common Stock or other property will under certain circumstances pass to successor trusts for other members of Mr. McMahon's family. Mr. McMahon will not act as trustee of such successor trusts and will have no voting or investment power with respect to their assets. Mr. McMahon will separately report any non-exempt transactions with respect his shares of Class B Common Stock pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
- F3Represents the second annual annuity distribution to Vincent K. McMahon pursuant to the terms of the GRAT. The gift is being reported early on a voluntary basis by Ms. McMahon and the GRAT.
- F4Class B Common Stock is convertible at any time into Class A Common Stock on a one-for-one basis at the option of the holder.
- F5These shares are owned directly by the GRAT and indirectly by Ms. McMahon, as trustee of the GRAT. Ms. McMahon may be deemed to be ten percent owners of the issuer. Excludes other Class B Common Stock owned by Mr. McMahon, the beneficial ownership of which is reported separately by Mr. McMahon and disclaimed by Ms. McMahon and the GRAT.
- F6These shares are owned solely by Ms. McMahon. The GRAT does not beneficially own any of these shares.