Linda McMahon Loses Status As Significant Shareholder of World Wrestling Entertainment Inc (WWE)

Page 6 of 12 – SEC Filing

Introductory Note

This Amendment No. 4 (this “Amendment No. 4”), which amends and restates in its entirety the Schedule 13D filed on December 10, 2013, as amended and restated by the amended Schedules 13D/A filed on December 8, 2014, December 11, 2015 and May 17, 2016, relates to shares of Class B Common Stock, $.01 par value per share (“Class B Common Stock”), of World Wrestling Entertainment, Inc. (the “Company” or “Issuer”), and is being jointly filed by Linda E. McMahon (“Ms. McMahon”) and the Vincent K. McMahon 2013 Irrev. Trust U/A dtd. December 5, 2013 (the “GRAT” and, together with Ms. McMahon, the “Reporting Persons”), in order to report a decrease in the beneficial ownership by each of the Reporting Persons of greater than 1% of the Class B Common Stock of the Issuer.  On August 17, 2016, the GRAT converted 1,547,372 shares of Class B Common Stock into an equal number of shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”).  On the same day, the GRAT sold all 1,547,372 of those shares of Class A Common Stock in a block sale for $19.32 per share (the “Sale”).

On December 6, 2013, Vincent K. McMahon made a gift of 8,500,000 shares of Class B Common Stock to the GRAT for estate planning purposes.  Ms. McMahon is the trustee of the GRAT and has the sole power to vote the shares Company common stock held by the GRAT.  Each of Mr. McMahon (as special trustee of the GRAT) and Ms. McMahon has the unilateral power to sell the shares of Company common stock held by the GRAT.  After giving effect to the Sale, Mr. McMahon beneficially owns for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 35,533,375 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 35,533,375 shares of the Company’s Class A Common Stock.  Generally, each share of Class B Common Stock is entitled to ten votes per share.  Mr. McMahon separately reports the beneficial ownership of all 35,533,375  shares of Class B Common Stock.

Item 1.  Security and Issuer.

This Amended Schedule 13D is filed with respect to the Class A Common Stock but relates to the Class A Common Stock and Class B Common Stock.  The Issuer’s principal executive offices are located at 1241 E. Main Street, Stamford, Connecticut 06902.

Item 2.  Identity and Background.

(a)

This statement is being filed on behalf of each of the following Reporting Persons:

(i)

Ms. McMahon