UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WORLD WRESTLING ENTERTAINMENT, INC.
-----------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
-----------------------------------------------------------------
(Title of Class of Securities)
98156Q108
--------------------
(CUSIP Number)
December 31, 2009
----------------------------------------------------------------
(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)
/ X / Rule 13d-1(c)
/ / 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).
SCHEDULE 13G/A
CUSIP NO. 98156Q108
1. Names of Reporting Persons.
Shane B. McMahon
-------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
------
(b)
------
3. SEC Use Only
------------------------------
4. Citizenship or Place of Organization United States
---------------
Number of 5. Sole Voting Power 1,906,221
Shares ---------------
Beneficially 6. Shared Voting Power 0
Owned by ---------------
Each Reporting 7. Sole Dispositive Power 1,906,221
Person ---------------
With: 8. Shared Dispositive Power 0
---------------
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,906,221
---------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares --------
11. Percent of Class Represented by Amount in Row (9)
6.9%
--------
12. Type of Reporting Person IN
--------
Page 2 of 9 Pages
SCHEDULE 13G/A
CUSIP NO. 98156Q108
1. Names of Reporting Persons.
Shane McMahon Trust U/A
Vincent K. McMahon Irrev. Trust dtd. 6/24/04
----------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
------
(b)
------
3. SEC Use Only
-------------------------------------
4. Citizenship or Place of Organization State of Connecticut
--------------------
Number of 5. Sole Voting Power 1,862,733
Shares --------------------
Beneficially 6. Shared Voting Power 0
Owned by --------------------
Each Reporting 7. Sole Dispositive Power 1,862,733
Person --------------------
With: 8. Shared Dispositive Power 0
--------------------
9. Aggregate Amount Beneficially Owned by Each
Reporting Person 1,862,733
--------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ---------
11. Percent of Class Represented by Amount in Row (9)
6.8%
---------
12. Type of Reporting Person OO
---------
Page 3 of 9 Pages
SCHEDULE 13G/A
CUSIP NO. 98156Q108
Explanatory Note
This amended Statement on Schedule 13G relates to the 1,862,733 shares of the
Class B Common Stock, $.01 par value per share ("Class B Common Stock"), of
World Wrestling Entertainment, Inc. (the "Company") held by the Shane McMahon
Trust U/A Vincent K. McMahon Irrev. Trust dtd. 6/24/04 (the "Trust") and shares
of the Company's Class A Common Stock, $.01 par value per share ("Class A Common
Stock"), beneficially owned by Shane B. McMahon. Shane McMahon is the sole
beneficiary and Investment Director of the Trust. Class B Common Stock is fully
convertible into Class A Common Stock, on a one-for-one basis, at any time at
the option of the holder.
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) This Statement on Schedule 13G is filed on behalf of both of the
following persons (collectively, the "Reporting Persons"):
(i) Shane B. McMahon ("Mr. McMahon")
(ii) Shane McMahon Trust U/A
Vincent K. McMahon Irrev. Trust dtd. 6/24/04 (the "Trust")
---------------------------------------------------------------
(b) The address of the Principal Business Office of the Reporting
Persons is:
c/o World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, Connecticut 06902
-------------------------------------------------
(c) Citizenship:
(i) Mr. McMahon is a citizen of the United States of America.
(ii) The Trust is an entity organized under the laws of the
State of Connecticut.
Page 4 of 9 Pages
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 ss.ss.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
ss.240.13d-1(b)(l)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with ss.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
ss.240.13d-1(b)(l)(ii)(J)
(k) / / Group, in accordance with ss.240.13d-1(b)(l)(ii)(K)
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
Mr. McMahon:
Page 5 of 9 Pages
SCHEDULE 13G/A
CUSIP NO. 98156Q108
(a) Amount beneficially owned: 1,906,221
-----------
(b) Percent of class: 6.9%
-----------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,906,221
-----------
(ii) Shared power to vote or to direct the vote -0-
-----------
(iii) Sole power to dispose or to direct the
disposition of 1,906,221
-----------
(iv) Shared power to dispose or to direct the
disposition of -0-
-----------
The Trust:
(a) Amount beneficially owned: 1,862,733
-----------
(b) Percent of class: 6.8%
-----------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,862,733
-----------
(ii) Shared power to vote or to direct the vote -0-
-----------
(iii) Sole power to dispose or to direct the
disposition of 1,862,733
-----------
(iv) Shared power to dispose or to direct the
disposition of -0-
----------
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
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.
Page 6 of 9 Pages
SCHEDULE 13G/A
CUSIP NO. 98156Q108
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 7 of 9 Pages
SCHEDULE 13G/A
CUSIP NO. 98156Q108
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.
February 9, 2010
---------------------------------
Date
/s/ Shane B. McMahon
-------------------------------------
Name: Shane B. McMahon
SHANE MCMAHON TRUST U/A VINCENT K.
MCMAHON IRREV. TRUST DTD. 6/24/04
/s/ Shane B. McMahon
-------------------------------------
Name: Shane B. McMahon
Title: Sole beneficiary and investment
director of the Shane McMahon Trust U/A
Vincent K. McMahon Irrev. Trust dtd.
6/24/04
Page 8 of 9 Pages
SCHEDULE 13G/A
CUSIP NO. 98156Q108
EXHIBIT
o Joint Filing Agreement, dated July 2, 2007 (incorporated herein by
reference to Exhibit A to the Schedule 13G filed by Mr. McMahon and the
Trust on July 6, 2007).
Page 9 of 9 Pages