Leff Daniel V Form 3 FaceBank / DANIEL V LEFF ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEFF DANIEL V

(Last)

(First)

(Middle)

C/O FACEBANK GROUP, INC. (D/B/A FUBOTV)

1330 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2020

3. Issuer Name and Ticker or Trading Symbol
FaceBank Group, Inc. [ FUBO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	285,714	I	Footnote⁽¹⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series AA Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,715,821	⁽²⁾	I⁽²⁾⁽³⁾	Footnote⁽³⁾
Series AA Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	513,105	⁽²⁾	I⁽²⁾⁽⁴⁾	Footnote⁽⁴⁾
Series AA Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	398,862	⁽²⁾	I⁽²⁾⁽⁵⁾	Footnote⁽⁵⁾
Warrant (right to buy)	⁽¹⁾	⁽¹⁾	Common Stock	285,714	7	I⁽¹⁾⁽⁴⁾	Footnote⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. Pursuant to the Purchase Agreement (the "Purchase Agreement") by and between the Issuer and Waverley Capital, LP ("Waverley Capital"), dated May 11, 2020, Waverley Capital purchased 285,714 of the Issuer's common stock at a purchase price of $7.00 per share (the "Purchase Price"). In connection with the Purchase Agreement, the Issuer issued a warrant, with an exercise price equal to the Purchase Price, to Waverley Capital to purchase, in the aggregate, 285,714 shares of the Issuer's common stock (the "Warrant"). The Warrant may be exercised in whole or in part, at any time, and from time to time, until the earlier of (x) 5:00 p.m. Eastern Time on the eighteen-month anniversary of the date of issuance and (y) the closing of a Change in Control (as defined in the Warrant).

2. 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.

3. Dr. Leff does not own these shares in his individual capacity. These shares are owned directly by Luminari Capital, L.P. ("Luminari Capital"). The general partner of Luminari Capital is Luminari Capital Partners, LLC. Dr. Leff, as managing member of Luminari Capital Partners, LLC, may be deemed to have shared voting and investment power with respect to these securities. Each of Dr. Leff, and Luminari Capital Partners, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Dr. Leff does not own these shares in his individual capacity. These shares are owned directly by Waverley Capital. The general partner of Waverley Capital is Waverley Capital Partners, LLC. Dr. Leff, as Managing Partner, and Edgar Bronfman, as Chairman and General Partner of Waverley Capital Partners, LLC, may be deemed to have shared voting and investment power with respect to these securities. Each of Dr. Leff, Mr. Bronfman and Waverley Capital Partners, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. Dr. Leff does not own these shares in his individual capacity. These shares are owned directly by WL fuboTV, LP ("WL fuboTV"). The general partner of WL fuboTV is WL fuboTV GP, LLC. Dr. Leff and Mr. Bronfman, as managing members of WL fuboTV GP, LLC, may be deemed to have shared voting and investment power with respect to these shares. Each of Dr. Leff, Mr. Bronfman and WL fuboTV GP, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ David Gandler, Attorney-in-fact	07/24/2020
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Leff Daniel V Form 3FaceBank / DANIEL V LEFF ownership change