SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

         

SCHEDULE 13G/A

       

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

       

(Name of Issuer)

      

(Title of Class of Securities)

       

(CUSIP Number)

       

(Date of Event Which Requires Filing of this Statement)

    

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

/     /   Rule 13d-1(b)

/     /   Rule 13d-1(c)

/ X /   Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Explanatory Note

This amended Statement on Schedule 13G relates to the 35,533,375 shares of the Class B Common Stock, $.01 par value per share (“Class B Common Stock”), of World Wrestling Entertainment, Inc. (the “Company”) beneficially owned by Vincent K. McMahon.  Mr. McMahon beneficially owns approximately 93.6% of the issued and outstanding shares of Class B Common Stock and approximately 85% of the Company’s total voting power.  Class B Common Stock is fully convertible into the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”), on a one-for-one basis, at any time at the option of the holder. Assuming the conversion of the shares of Class B Common Stock beneficially owned by Mr. McMahon as of the date hereof, Mr. McMahon would beneficially own approximately 48% of the issued and outstanding shares of the Company’s Class A Common Stock, based on the number of shares of Class A Common Stock outstanding as of July 27, 2016. The number of shares reported herein as beneficially owned by Mr. McMahon excludes 566,670 shares of Class B Common Stock and 100 shares of Class A Common Stock owned by Linda E. McMahon and Mr. McMahon disclaims beneficial ownership of those shares.

Item 1.
(a)		Name of Issuer
		World Wrestling Entertainment, Inc.
(b)		Address of Issuer’s Principal Executive Offices
		1241 East Main Street
		Stamford, Connecticut 06902
Item 2.
(a)		Name of Person Filing
		Vincent K. McMahon
(b)		Address of Principal Business Office or, if none, Residence
		c/o World Wrestling Entertainment, Inc.
		1241 East Main Street
		Stamford, Connecticut 06902
(c)		Citizenship
		United States of America

SCHEDULE 13G/A CUSIP NO. 98156Q108
(d)		Title of Class of Securities
		Class A Common Stock, $0.01 par value
(e)		CUSIP Number
		98156Q108
Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	/   /	Broker or dealer registered under section 15 of the Act;
(b)	/   /	Bank as defined in section 3(a)(6) of the Act;
(c)	/   /	Insurance company as defined in section 3(a)(19) of the Act;
(d)	/   /	Investment company registered under section 8 of the Investment Company Act of 1940;
(e)	/   /	An investment adviser in accordance with §240.13d-1(b)(l)(ii)(E);
(f)	/   /	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	/   /	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	/   /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	/   /	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)	/   /	A non-U.S. institution, in accordance with §240.13d-1(b)(l)(ii)(J);
(k)	/   /	Group, in accordance with §240.13d-1(b)(l)(ii)(K)
Item 4.		Ownership

(a)		Amount beneficially owned:	35,533,375

(b)		Percent of class:		48%
(c)		Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote	35,533,375
		(ii)	Shared power to vote or to direct the vote	0
		(iii)	Sole power to dispose or to direct the disposition of	35,533,375
		(iv)	Shared power to dispose or to direct the disposition of	0
Item 5.		Ownership of Five Percent or Less of a Class

Item 6.		Ownership of More than Five Percent on Behalf of Another Person
		Not applicable.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
		Not applicable.
Item 8.		Identification and Classification of Members of the Group
		Not applicable.
Item 9.		Notice of Dissolution of Group
		Not applicable.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date

 

	/s/ Vincent K. McMahon
	Name:  Vincent K. McMahon