SEC Form 4 · accession 0001140361-16-065968
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
May 16, 2016
Accepted (ET)
May 17, 2016 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001091907
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $.01 per shareF1,F2,F3 | May 16, 2016 | M | 2,191,894 | — | A | 2,191,894 | D | |
| Class A Common Stock, par value $.01 per shareF4,F2,F3 | May 16, 2016 | S | 2,191,894 | $16.50 | D | 0 | D | |
| Class A Common Stock, par value $.01 per shareF5 | holding | — | — | — | 100 | D |
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 shareF6,F2,F3,F7 | $0.00 | May 16, 2016 | M | 2,191,894 | D | — | — | Class A Common Stock, par value $.01 per share | 2,191,894 | 1,547,372 | D |
| Class B Common Stock, par value $.01 per shareF6,F5,F7 | $0.00 | holding | — | — | — | — | — | Class A Common Stock, par value $.01 per share | 566,670 | 566,670 | D |
Explanation of responses
- F1The Vincent K. McMahon 2013 Irrev. Trust U/A dtd. December 5, 2013 (the "GRAT") converted 2,191,894 shares of Class B Common Stock into 2,191,894 shares of Class A Common Stock on May 16, 2016.
- F2This Form 4 is jointly filed by 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. 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 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.
- F3On 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. These shares are owned directly by the GRAT and indirectly by Ms. McMahon, as trustee of the GRAT.
- F4All 2,191,894 of the shares of Class A Common Stock were sold in a block sale at a price of $16.50 per share.
- F5These shares are owned solely by Ms. McMahon. The GRAT does not beneficially own any of these shares.
- F6Class 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.
- F7N/A