SEC Form 4 · accession 0001209191-16-129054
CABLEVISION SYSTEMS CORP /NY · CVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
James Lawrence Dolan
Officer — CEO · Director · Other
Kristin A Dolan
Officer — COO · Director · Other
Period of report
Jun 21, 2016
Accepted (ET)
Jun 21, 2016 · 4:37 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 | Jun 21, 2016 | D | 1,067,402 | $34.90 | D | 0 | D | |
| Cablevision NY Group Class A Common StockF5,F3,F6,F7 | Jun 21, 2016 | D | 214,381 | $34.90 | D | 0 | I | By spouse |
| Cablevision NY Group Class A Common StockF3,F8,F9 | Jun 21, 2016 | D | 7,700 | $34.90 | D | 0 | I | By minor children |
| Cablevision NY Group Class A Common StockF3,F8,F10 | Jun 21, 2016 | D | 14,750 | $34.90 | D | 0 | I | By members of the household |
| Cablevision NY Group Class A Common StockF3,F7 | Jun 21, 2016 | D | 1,866 | $34.90 | D | 0 | I | By spouse's 401(k) |
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 StockF3,F4,F11 | — | Jun 21, 2016 | D | 60,627 | D | — | — | Cablevision NY Group Class A Common Stock | 60,627 | 0 | D |
| Options (Right to Buy)F12,F7 | $13.93 | Jun 21, 2016 | D | 67,800 | D | Mar 6, 2013 | Mar 6, 2022 | Cablevision NY Group Class A Common Stock | 67,800 | 0 | I |
| Options (Right to Buy)F12,F4 | $13.93 | Jun 21, 2016 | D | 1,687,800 | D | Mar 6, 2013 | Mar 6, 2022 | Cablevision NY Group Class A Common Stock | 1,687,800 | 0 | D |
| Options (Right to Buy)F12,F4,F13 | $13.98 | Jun 21, 2016 | D | 2,000,000 | D | — | Mar 7, 2023 | Cablevision NY Group Class A Common Stock | 2,000,000 | 0 | D |
| Options (Right to Buy)F12,F4,F14 | $17.64 | Jun 21, 2016 | D | 2,000,000 | D | — | Mar 3, 2024 | Cablevision NY Group Class A Common Stock | 2,000,000 | 0 | D |
| Options (Right to Buy)F12,F4,F13 | $19.17 | Jun 21, 2016 | D | 2,000,000 | D | — | Mar 3, 2025 | Cablevision NY Group Class A Common Stock | 2,000,000 | 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, exempt under Rule 16b-3.
- F10Shares of Class A Common Stock held by members of the Reporting Persons' household.
- F11Cablevision 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.
- F12Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option held by the reporting persons 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.
- F13All previously unvested options became vested immediately prior to the Effective Time.
- F14Options were vested prior to the Effective Time.
- F2Includes shares held jointly with Kristin A. Dolan.
- 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.
- F4Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F5Includes restricted shares.
- F6Pursuant 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.
- F7Securities held directly by Kristin A. Dolan (or indirectly by Kristin A. Dolan through a 401(k) plan), Mr. Dolan's spouse, and indirectly held by James L. Dolan. James L. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. Excludes shares held jointly with James L. Dolan, which are reflected on James L. Dolan's direct holdings.
- F8Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that either was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F9Shares of Class A Common Stock held by James L. Dolan, as custodian for the Reporting Persons' minor children.