Statement of Changes in Beneficial Ownership (4)
August 28 2020 - 4:22PM
Edgar (US Regulatory)
FORM 4
[ ]
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.
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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 13D Group |
(Last)
(First)
(Middle)
11 PENNSYLVANIA PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/26/2020 |
(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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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 | (1) | 8/26/2020 | | A | | 197369 (1) | | (2) | 9/15/2023 | Class A Common Stock | 197369 | $0.00 | 197369 | D (3) | |
Options (Right to Buy) | $21.60 | 8/26/2020 | | A | | 424582 (4) | | 8/26/2020 | 3/1/2025 | Class A Common Stock | 424582 | $0.00 | 424582 | D (3) | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") was granted under the MSG Networks Inc. 2010 Employee Stock Plan (the "2010 Employee Stock Plan"), as amended, and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. |
(2) | The RSUs are scheduled to vest in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. |
(3) | 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. |
(4) | Represents options to purchase Class A Common Stock granted on September 1, 2017 under the 2010 Employee Stock Plan. The options vested on August 26, 2020 upon the achievement of performance criteria established at the time of grant. |
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 13D Group |
Dolan Kristin A 11 PENNSYLVANIA PLAZA NEW YORK, NY 10001 | X | X |
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Signatures
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/s/ James L. Dolan | | 8/28/2020 |
**Signature of Reporting Person | Date |
/s/ Mark C. Cresitello as Attorney-in-Fact for Kristin A. Dolan | | 8/28/2020 |
**Signature of Reporting Person | Date |
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