SEC Form 4 · accession 0001209191-16-142000
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 15, 2016
Accepted (ET)
Sep 19, 2016 · 4:49 pm 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 16, 2016 | M | 15,280 | $0.00 | A | 331,620 | D | |
| Class A Common StockF2 | Sep 16, 2016 | F | 7,498 | $18.13 | D | 324,122 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Right to Buy)F7,F8 | $17.81 | Sep 15, 2016 | A | 534,521 | A | Sep 15, 2017 | Mar 15, 2024 | Class A Common Stock | 534,521 | 534,521 | D |
| Restricted Stock UnitsF9,F1 | — | Sep 16, 2016 | M | 15,280 | D | Sep 17, 2016 | Sep 17, 2016 | Class A Common Stock | 15,280 | 0 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") was granted on September 17, 2013 under the MSG Networks Inc. ("MSGN") 2010 Employee Stock Plan, as amended. The RSU vested on September 16, 2016.
- F2Includes shares held jointly with spouse.
- F3Represents RSUs of MSGN withheld to satisfy tax withholding obligations in connection with the vesting 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 MSGN 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 MSGN 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.
- F7Grant of options under the MSGN 2010 Employee Stock Plan, as amended, exempt under Rule 16b-3.
- F8The options are scheduled to vest in three equal installments on September 15, 2017, September 15, 2018 and September 15, 2019.
- F9Each restricted stock unit is granted under the 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.