SEC FORM 3

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^*

BRONFMAN EDGAR JR

(Last)

(First)

(Middle)

C/O FACEBANK GROUP, INC.

1115 BROADWAY, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2020

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

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)

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	⁽¹⁾	⁽¹⁾	Common Stock	22,840	⁽¹⁾	D⁽¹⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,715,821	⁽¹⁾	I⁽¹⁾⁽²⁾	Footnote⁽²⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	513,105	⁽¹⁾	I⁽¹⁾⁽³⁾	Footnote⁽³⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	398,862	⁽¹⁾	I⁽¹⁾⁽⁴⁾	Footnote⁽⁴⁾

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. Mr. Bronfman 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. Mr. Bronfman has an assignee interest in Luminari Capital Partners, LLC. Dr. Daniel V. 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 Mr. Bronfman, 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.

3. Mr. Bronfman does not own these shares in his individual capacity. These shares are owned directly by Waverley Capital, LP ("Waverley Capital"). The general partner of Waverley Capital is Waverley Capital Partners, LLC. Mr. Bronfman and Dr. Daniel V. Leff, as managing members of Waverley Capital Partners, LLC, may be deemed to have shared voting and investment power with respect to these securities. Each of Mr. Bronfman, Dr. Leff 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.

4. Mr. Bronfman 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. Mr. Bronfman and Dr. Daniel V. Leff, 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 Mr. Bronfman, Dr. Leff 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	05/01/2020
	** 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).
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