SEC Form 4 · accession 0001209191-16-129042
CABLEVISION SYSTEMS CORP /NY · CVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Helen A Dolan
10% Owner · Other
Charles F Dolan
Officer — Chairman · Director · 10% Owner · Other
Period of report
Jun 21, 2016
Accepted (ET)
Jun 21, 2016 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001053112
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Cablevision NY Group Class A Common StockF2,F3,F4,F5,F6 | Jun 21, 2016 | D | 827,702 | $34.90 | D | 0 | D | |
| Cablevision NY Group Class A Common StockF3,F5,F7 | Jun 21, 2016 | D | 1,465,384 | $34.90 | D | 0 | I | By CFD 2009 Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cablevision NY Group Class B Common StockF9,F5,F10,F8 | — | May 19, 2016 | G | 1,136,429 | D | — | — | Cablevision NY Group Class A Common Stock | 1,136,429 | 8,141,462 | I |
| Cablevision NY Group Class B Common StockF9,F5,F7,F8 | — | May 19, 2016 | G | 1,136,429 | A | — | — | Cablevision NY Group Class A Common Stock | 1,136,429 | 2,552,224 | I |
| Cablevision NY Group Class B Common StockF9,F11,F12,F8 | — | May 19, 2016 | G | 828,914 | D | — | — | Cablevision NY Group Class A Common Stock | 828,914 | 5,938,401 | I |
| Cablevision NY Group Class B Common StockF9,F11,F13,F8 | — | May 19, 2016 | G | 828,914 | A | — | — | Cablevision NY Group Class A Common Stock | 828,914 | 1,861,599 | I |
| Cablevision NY Group Class B Common StockF3,F5,F7,F8,F14 | — | Jun 21, 2016 | D | 2,552,224 | D | — | — | Cablevision NY Group Class A Common Stock | 2,552,224 | 0 | I |
| Cablevision NY Group Class B Common StockF3,F11,F13,F8 | — | Jun 21, 2016 | D | 1,861,599 | D | — | — | Cablevision NY Group Class A Common Stock | 1,861,599 | 0 | I |
| Cablevision NY Group Class B Common StockF3,F5,F10,F8 | — | Jun 21, 2016 | D | 8,141,462 | D | — | — | Cablevision NY Group Class A Common Stock | 8,141,462 | 0 | I |
| Cablevision NY Group Class B Common StockF3,F11,F12,F8 | — | Jun 21, 2016 | D | 5,938,401 | D | — | — | Cablevision NY Group Class A Common Stock | 5,938,401 | 0 | I |
| Options (Right to Buy)F15,F5,F6 | $13.93 | Jun 21, 2016 | D | 1,747,600 | D | Mar 6, 2013 | Mar 6, 2022 | Cablevision NY Group Class A Common Stock | 1,747,600 | 0 | D |
Explanation of responses
- F1Disposition pursuant to the terms of the Agreement and Plan of Merger, dated as of September 16, 2015 (the "Merger Agreement"), by and among Cablevision Systems Corporation, Altice N.V. and Neptune Merger Sub Corp.
- F10These securities are owned solely by the Charles F. Dolan 2015 Grantor Retained Annuity Trust #1C. Charles F. Dolan is the sole trustee and beneficiary of the trust.
- F11Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he was, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F12These securities are owned solely by the Helen A. Dolan 2015 Grantor Retained Annuity Trust #1C. Helen A. Dolan is the sole trustee and beneficiary of the trust.
- F13Helen A. Dolan is the sole trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.
- F14Options were vested prior to the Effective Time.
- F15Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $34.90 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes, exempt under Rule 16b-3.
- F2Includes restricted shares.
- F3At the Effective Time (as defined in the Merger Agreement), each outstanding share of the issuer's Class A and Class B Common Stock beneficially owned by the reporting persons immediately prior to the Effective Time was cancelled and converted into the right to receive $34.90 in cash (the "per share merger consideration"), without interest.
- F4Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted share held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the per share merger consideration of $34.90, exempt under Rule 16b-3.
- F5Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she was, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F6Securities held directly by Charles F. Dolan and indirectly by his spouse, Helen A. Dolan.
- F7Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
- F8Cablevision NY Group Class B Common Stock (the "Class B Common Stock") of the Issuer was convertible at the option of the holder on a share for share basis into Cablevision NY Group Class A Common Stock (the "Class A Common Stock") of the Issuer.
- F9Gift