Sec Form 3 Filing - COMCAST CORP @ FaceBank Group, Inc. - 2020-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
COMCAST CORP
2. Issuer Name and Ticker or Trading Symbol
FaceBank Group, Inc. [ FBNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE COMCAST CENTER
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2020
(Street)
PHILADELPHIA, PA19103-2838
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series AA Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 7,455,772 ( 2 ) I By Subsidiary ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COMCAST CORP
ONE COMCAST CENTER
PHILADELPHIA, PA19103-2838
X
Comcast Bidco Holdings Ltd
SKY CENTRAL GRANT WAY
ISLEWORTH, MIDDLESEX, X0TW7 5QD
X
Comcast Bidco Ltd
SKY CENTRAL GRANT WAY
ISLEWORTH, MIDDLESEX, X0TW7 5QD
X
Sky Ltd
SKY CENTRAL GRANT WAY
ISLEWORTH, MIDDLESEX, X0TW7 5QD
X
Sky UK Ltd
SKY CENTRAL GRANT WAY
ISLEWORTH, MIDDLESEX, X0TW7 5QD
X
Sky Ventures Ltd
SKY CENTRAL GRANT WAY
ISLEWORTH, MIDDLESEX, X0TW7 5QD
X
Signatures
/s/ Thomas J. Reid, Senior Executive Vice President, General Counsel and Secretary, Comcast Corporation 04/13/2020
Signature of Reporting Person Date
/s/ Thomas J. Reid, Director, Comcast Bidco Holdings Limited 04/13/2020
Signature of Reporting Person Date
/s/ Thomas J. Reid, Director, Comcast Bidco Limited 04/13/2020
Signature of Reporting Person Date
/s/ Thomas J. Reid, Director, Sky Limited 04/13/2020
Signature of Reporting Person Date
/s/ Robert Eatroff, Authorized Attorney, Sky UK Limited 04/13/2020
Signature of Reporting Person Date
/s/ Robert Eatroff, Authorized Attorney, Sky Ventures Limited 04/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series AA Convertible Preferred Stock is convertible into 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 )As of April 1, 2020, based on 34,449,977 shares of common stock of the Issuer that were outstanding following the merger of fuboTV Acquisition Corp., a wholly-owned subsidiary of the Issuer, and fuboTV Inc., Comcast Corporation'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, Comcast Corporation's 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 Issuer's number of shares outstanding was provided to the Reporting Persons by the Issuer after giving effect to the merger.
( 3 )Sky Ventures Limited is the direct holder of the shares of Series AA Convertible Preferred Stock included in this Schedule 13G. Sky Ventures Limited is a wholly owned subsidiary of Sky UK Limited, which is a wholly owned subsidiary of Sky Limited, which is a wholly owned subsidiary of Comcast Bidco Limited, which is a wholly owned subsidiary of Comcast Bidco Holdings Limited, which is a wholly owned subsidiary of Comcast Corporation.

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