SEC Form 4 · accession 0001209191-16-141020
MSG NETWORKS INC. · MSGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Lawrence Dolan
Officer — Executive Chairman · Director · Other
Period of report
Sep 9, 2016
Accepted (ET)
Sep 13, 2016 · 7:32 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001469372
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Sep 9, 2016 | M | 4,546 | $0.00 | A | 303,212 | D | |
| Class A Common StockF2 | Sep 9, 2016 | F | 1,639 | $17.59 | D | 301,573 | D | |
| Class A Common StockF2 | Sep 12, 2016 | P | 14,767 | $16.80 | A | 316,340 | D | |
| Class A Common StockF4 | holding | — | — | — | 22,813 | I | By Spouse | |
| Class A Common StockF4 | holding | — | — | — | 388 | I | 401(k) | |
| Class A Common StockF5 | holding | — | — | — | 3,157 | I | By Members of Household | |
| Class A Common StockF6 | holding | — | — | — | 1,475 | I | By Minor Children |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Sep 9, 2016 | M | 4,546 | D | — | Sep 11, 2018 | Class A Common Stock | 4,546 | 9,094 | D |
| Class B Common StockF7 | — | Sep 12, 2016 | P | 1,209,206 | A | — | — | Class A Common Stock | 1,209,206 | 1,224,362 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") was granted on September 11, 2015 under the MSG Networks Inc. ("MSGN") 2010 Employee Stock Plan, as amended, and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 9, 2016. The remaining two-thirds of the RSUs vest on September 11, 2017 and September 11, 2018.
- F2Includes shares held jointly with spouse.
- F3Represents RSUs of MSGN withheld to satisfy tax withholding obligations in connection with the settlement of RSUs described in footnote 1 above, exempt under Rule 16b-3.
- F4Securities held directly (or through 401(k) plan) by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F5Reporting Person disclaims beneficial ownership of the securities of MSG Networks Inc. beneficially owned and deemed to be beneficially owned by members of his household and this filing shall not be deemed an admission that the Reporting Person is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F6Reporting Person disclaim beneficial ownership of all securities of MSG Networks Inc. beneficially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed an admission that Reporting Person is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F7MSG Networks Inc. Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into MSG Networks Inc. Class A Common Stock (the "Class A Common Stock").