SEC Form 4 · accession 0001209191-18-048993
MSG NETWORKS INC. · MSGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
James Lawrence Dolan
Officer — Executive Chairman · Director · Other
Kristin A Dolan
Director
Period of report
Aug 28, 2018
Accepted (ET)
Aug 30, 2018 · 5:54 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,F3 | Aug 28, 2018 | A | 13,777 | $0.00 | A | 346,510 | D | |
| Class A Common StockF2,F3 | Aug 28, 2018 | F | 4,680 | $25.05 | D | 341,830 | D | |
| Class A Common StockF5 | holding | — | — | — | 22,813 | I | By Spouse | |
| Class A Common StockF6 | holding | — | — | — | 3,157 | I | By Members of Household | |
| Class A Common StockF7 | 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)F8,F9 | $25.05 | Aug 28, 2018 | A | 315,790 | A | Aug 28, 2019 | Feb 28, 2026 | Class A Common Stock | 315,790 | 315,790 | D |
Explanation of responses
- F1Each performance restricted stock unit ("PSU") was granted on September 11, 2015 under the MSG Networks Inc. ("Networks") 2010 Employee Stock Plan, as amended. The PSUs vested on August 28, 2018 upon the achievement of performance criteria established at the time of the grant.
- F2Includes shares held jointly with spouse.
- F3Securities held directly by James L. Dolan, Kristin A. Dolan's spouse or jointly by James L. Dolan and Kristin A. Dolan. 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 is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F4Represents PSUs of Networks withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1 above, exempt under Rule 16b-3.
- F5Securities held directly 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.
- F6Reporting Persons disclaim beneficial ownership of all securities of Networks beneficially owned and deemed to be beneficially owned by members of their household and this filing shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.
- F7Reporting Persons disclaim beneficial ownership of all securities of Networks beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.
- F8Grant of options under the MSG Networks Inc. 2010 Employee Stock Plan, as amended, exempt under Rule 16b-3.
- F9The options are scheduled to vest in three equal installments on August 28, 2019, August 28, 2020 and August 28, 2021.