Statement of Changes in Beneficial Ownership (4)
August 28 2020 - 4:24PM
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
*
RICHTER BRET |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CFO & Treasurer |
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 8/26/2020 | | A | | 20488 | A | $0.00 (1) | 85790 | D | |
Class A Common Stock | 8/26/2020 | | F(2) | | 7830 | D | $10.22 | 77960 | D | |
Class A Common Stock | | | | | | | | 100 | I (3) | By member of household |
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 | (4) | 8/26/2020 | | A | | 58480 | | (5) | 9/15/2023 | Class A Common Stock | 58480 | $0.00 | 58480 | D | |
Explanation of Responses: |
(1) | Each performance restricted stock unit ("PSU") was granted on September 1, 2017 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended. The PSUs vested on August 26, 2020 upon the achievement of performance criteria established at the time of grant. |
(2) | Represents 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. |
(3) | Reporting Persons disclaim beneficial ownership of the securities of the Issuer 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 Persons is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(4) | Each restricted stock unit ("RSU") is granted under 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. |
(5) | The RSUs are scheduled to vest in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RICHTER BRET 11 PENNSYLVANIA PLAZA NEW YORK, NY 10001 |
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| EVP, CFO & Treasurer |
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Signatures
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/s/ Mark C. Cresitello, Attorney-in-Fact for Bret Richter | | 8/28/2020 |
**Signature of Reporting Person | Date |
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