Sec Form 3 Filing - Gandler David @ FaceBank Group, Inc. - 2020-04-01

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 Gandler David 2. Issuer Name and Ticker or Trading Symbol FaceBank Group, Inc. [ FBNK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O FACEBANK GROUP, INC., 1115 BROADWAY, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2020 (Street) NEW YORK, NY10010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Preferred Stock ( 1 ) ( 5 ) ( 1 ) ( 1 ) Common Stock 1,575,817 D ( 1 ) Employee Stock Option (right to buy) $ 1.99 ( 5 ) ( 2 ) 05/31/2028 Common Stock 872,757 D ( 5 ) Employee Stock Option (right to buy) $ 0.5 ( 5 ) ( 3 ) 08/03/2026 Common Stock 776,667 D ( 5 ) Employee Stock Option (right to buy) $ 0.22 ( 5 ) ( 4 ) 09/20/2025 Common Stock 209,022 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gandler David C/O FACEBANK GROUP, INC. 1115 BROADWAY, 12TH FLOOR NEW YORK, NY10010 X Chief Executive Officer Signatures /s/ David Gandler 04/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock reported herein is common stock of the Issuer. On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of the Issuer merged with and into fuboTV, Inc., a Delaware corporation ("fuboTV") whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of the Issuer pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 (the "Agreement") among the Issuer, Merger Sub and fuboTV. At the effective time of the merger all of the capital stock of fuboTV was converted into the right to receive shares of Series AA Convertible Preferred Stock of the Issuer. The number of shares reflect the Reporting Person's holdings following the merger. Each share of Series AA Convertible Preferred Stock is convertible into two shares of the Issuer's common stock in connection with a bona fide transfer to a third party. ( 2 )Pursuant to the Agreement, each outstanding option to purchase shares of common stock of fuboTV was assumed by the Issuer and converted into an option to acquire shares of the Issuer's common stock. Subject to the Reporting Person providing continuous service to the Issuer, the shares subject to this option shall vest and become exercisable at a rate of twenty-five percent of the total number of shares on the one-year anniversary of the vesting commencement date of May 31, 2018 and 1/48th of the total number of shares each monthly anniversary of the vesting commencement date thereafter, such that the total number of shares shall be fully vested on the four-year anniversary of the vesting commencement date. The number of shares reflect the Reporting Person's holdings following conversion ( 3 )Pursuant to the Agreement, each outstanding option to purchase shares of common stock of fuboTV was assumed by the Issuer and converted into an option to acquire shares of the Issuer's common stock. Subject to the Reporting Person providing continuous service to the Issuer, the shares subject to this option shall vest and become exercisable at a rate of 1/48th of the total number of shares each monthly anniversary of the vesting commencement date of July 1, 2016, such that the total number of shares shall be fully vested on the four-year anniversary of the vesting commencement date. The number of shares reflect the Reporting Person's holdings following conversion ( 4 )Pursuant to the Agreement, each outstanding option to purchase shares of common stock of fuboTV was assumed by the Issuer and converted into an option to acquire shares of the Issuer's common stock. Subject to the Reporting Person providing continuous service to the Issuer, the shares subject to this option shall vest and become exercisable at a rate of twenty-five percent of the total number of shares on the one-year anniversary of the vesting commencement date of August 15, 2015 and 1/48th of the total number of shares each monthly anniversary of the vesting commencement date thereafter, such that the total number of shares shall be fully vested on the four-year anniversary of the vesting commencement date. The number of shares reflect the Reporting Person's holdings following conversion ( 5 )As of the date of this Form 3, the shares reported herein are options to purchase common stock of the Issuer. In accordance with the terms of the Agreement, at the Effective Time, each outstanding option to purchase shares of common stock of fuboTV was assumed by the Issuer and converted into an option to acquire shares of the Issuer's common stock, and the exercise price for each option was correspondingly adjusted. The number of shares in Column 3 reflects the Reporting Person's holdings following such conversion and the exercise price in Column 4 reflects the exercise price following such conversion.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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