Statement of Changes in Beneficial Ownership (4)
13 Juli 2021 - 10:53PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DOLAN JAMES LAWRENCE |
2. Issuer Name and Ticker or Trading Symbol
MSG NETWORKS INC.
[
MSGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Executive Chairman
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Member of 13(d) Group |
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(Last)
(First)
(Middle)
11 PENNSYLVANIA PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2021 |
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(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 7/9/2021 | | D | | 344833 (1) | D | (1) | 0 | D (2) | |
| Class A Common Stock | 7/9/2021 | | D | | 22813 (1) | D | (1) | 0 | I (3) | By Spouse |
| Class A Common Stock | 7/9/2021 | | D | | 1475 (1) | D | (1) | 0 | I (4) | By Minor Children |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (5) | 7/9/2021 | | D | | | 197369 (6) | (7) | (7) | Class A Common Stock | 197369 | (6) | 0 | D (8) | |
| Restricted Stock Units | (5) | 7/9/2021 | | D | | | 23608 (6) | (9) | (9) | Class A Common Stock | 23608 | (6) | 0 | I (3) | By Spouse |
| Class B Common Stock | (10) | 7/9/2021 | | D | | | 1224362 (1) | (10) | (10) | Class A Common Stock | 1224362 | (1) | 0 | D (8) | |
| Options (Right to Buy) | $17.81 | 7/9/2021 | | D | | | 534521 (11) | (12) | 3/15/2024 | Class A Common Stock | 534521 | (11) | 0 | D (8) | |
| Options (Right to Buy) | $21.60 | 7/9/2021 | | D | | | 426287 (11) | (12) | 3/1/2025 | Class A Common Stock | 426287 | (11) | 0 | D (8) | |
| Options (Right to Buy) | $25.05 | 7/9/2021 | | D | | | 315790 (11) | (13) | 2/25/2026 | Class A Common Stock | 315790 | (11) | 0 | D (8) | |
| Options (Right to Buy) | $14.32 | 7/9/2021 | | D | | | 555556 (11) | (14) | 2/26/2027 | Class A Common Stock | 555556 | (11) | 0 | D (8) | |
| Explanation of Responses: |
| (1) | Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of MSG Networks Inc. ("MSGN") disposed of as a result of the conversion of MSGN Class A Common Stock and MSGN Class B Common Stock to Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), a transaction exempt under Rule 16b-3, calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. |
| (2) | Securities 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. |
| (3) | Securities 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. |
| (4) | The Reporting Persons disclaim beneficial ownership of all securities of MSGN 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. |
| (5) | Each MSGN restricted stock unit represented a right to receive one share of MSGN Class A Common Stock or the cash equivalent thereof. |
| (6) | Represents MSGN restricted stock units ("MSGN RSUs") disposed as a result of the conversion of MSGN RSUs to MSGE restricted stock units pursuant to the closing of the Merger, a transaction exempt under Rule 16b-3, based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172. |
| (7) | The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. |
| (8) | Securities held directly by Mr. 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 in which she has a direct pecuniary interest) and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| (9) | The MSGN RSUs were fully vested on the date of grant and, prior to the Merger, would have been settled in stock or in cash on the first business day 90 days after service on the Board of Directors ceased. |
| (10) | The MSGN Class B Common Stock was convertible at the option of the holder on a share for share basis into MSGN Class A Common Stock. |
| (11) | Represents MSGN options disposed of as a result of the conversion of MSGN options to MSGE options pursuant to the Merger, a transaction exempt under Rule 16b-3, based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN options, multiplied by (y) 0.172, and rounded down to the nearest whole share. The MSGE options exercise price is equal to the per share exercise price of MSGN options divided by 0.172, and rounded up to the nearest whole cent. |
| (12) | The derivative security is fully vested. |
| (13) | Two-thirds of the MSGN options vested in equal installments on August 28, 2019 and August 28, 2020. The remaining one-third was scheduled to vest on August 28, 2021. |
| (14) | One-third of the MSGN options vested on August 29, 2020. The remaining two-thirds were scheduled to vest in equal installments on August 29, 2021 and August 29, 2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
DOLAN JAMES LAWRENCE
11 PENNSYLVANIA PLAZA
NEW YORK, NY 10001 | X | X | Executive Chairman | Member of 13(d) Group |
Dolan Kristin A
11 PENNSYLVANIA PLAZA
NEW YORK, NY 10001 |
| X |
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Signatures
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| /s/ James L. Dolan | | 7/13/2021 |
| **Signature of Reporting Person | Date |
| /s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan | | 7/13/2021 |
| **Signature of Reporting Person | Date |
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