Sec Form 3 Filing - Walt Disney Co @ FaceBank Group, Inc. - 2020-07-29

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 Walt Disney Co 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) 500 SOUTH BUENA VISTA ST 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2020 (Street) BURBANK, CA91521 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 ( 1 ) ( 1 ) ( 1 ) Common Stock 6,630,012 ( 2 ) I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walt Disney Co 500 SOUTH BUENA VISTA ST BURBANK, CA91521 X DISNEY ENTERPRISES INC 500 SOUTH BUENA VISTA ST BURBANK, CA91521 X TWDC Enterprises 18 Corp. 500 SOUTH BUENA VISTA ST BURBANK, CA91521 X TFCF Corp 500 SOUTH BUENA VISTA ST BURBANK, CA91521 X TFCF America, Inc 500 SOUTH BUENA VISTA ST BURBANK, CA91521 X Signatures The Walt Disney Company By: /s/ James Kapenstein Name: James Kapenstein Title: Associate General Counsel 08/10/2020 Signature of Reporting Person Date TWDC Enterprises 18 Corp. By: /s/ James Kapenstein Name: James Kapenstein Title: Senior Vice President 08/10/2020 Signature of Reporting Person Date Disney Enterprises, Inc. By: /s/ James Kapenstein Name: James Kapenstein Title: Vice President 08/10/2020 Signature of Reporting Person Date TFCF Corporation By: /s/ James Kapenstein Name: James Kapenstein Title: Senior Vice President 08/10/2020 Signature of Reporting Person Date TFCF America, Inc. By: /s/ James Kapenstein Name: James Kapenstein Title: President 08/10/2020 Signature of Reporting Person Date

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.

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 4(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).

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