Statement of Changes in Beneficial Ownership (4)
13 Julio 2021 - 3:51PM
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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3235-0287
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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
*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY |
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)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Member of 13(d) Group |
(Last)
(First)
(Middle)
C/O DOLAN FAMILY OFFICE, 340 CROSSWAYS PARK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2021 |
(Street)
WOODBURY, NY 11797
(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
_
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 | | J | | 13295 (1) | D | (1) | 0 | D (2) | |
Class A Common Stock | 7/9/2021 | | J | | 13295 (1) | D | (1) | 0 | D (3) | |
Class A Common Stock | 7/9/2021 | | J | | 13295 (1) | D | (1) | 0 | D (4) | |
Class A Common Stock | 7/9/2021 | | J | | 13295 (1) | D | (1) | 0 | D (5) | |
Class A Common Stock | 7/9/2021 | | J | | 13295 (1) | D | (1) | 0 | D (6) | |
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 |
Class B Common Stock | (7) | 7/9/2021 | | J | | | 1111206 (1) | (7) | (7) | Class A Common Stock | 1111206 (1) | (1) | 0 | D (2) | |
Class B Common Stock | (7) | 7/9/2021 | | J | | | 1291206 (1) | (7) | (7) | Class A Common Stock | 1291206 (1) | (1) | 0 | D (3) | |
Class B Common Stock | (7) | 7/9/2021 | | J | | | 1291206 (1) | (7) | (7) | Class A Common Stock | 1291206 (1) | (1) | 0 | D (4) | |
Class B Common Stock | (7) | 7/9/2021 | | J | | | 1216206 (1) | (7) | (7) | Class A Common Stock | 1216206 (1) | (1) | 0 | D (5) | |
Class B Common Stock | (7) | 7/9/2021 | | J | | | 1279206 (1) | (7) | (7) | Class A Common Stock | 1279206 (1) | (1) | 0 | D (6) | |
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"), 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 owned solely by the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(3) | Securities owned solely by the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(4) | Securities owned solely by the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(5) | Securities owned solely by the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(6) | Securities owned solely by the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
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| Member of 13(d) Group |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN KNICKERBOCKER GROUP LLC PO BOX 420 OYSTER BAY, NY 11771 |
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| Member of 13(d) Group |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
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| Member of 13(d) Group |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN C/O RICHARD BACCARI MLC VENTURES LLC, PO BOX 1014 YORKTOWN HEIGHTS, NY 10598 |
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| Member of 13(d) Group |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO MARIANNE DOLAN WEBER C/O RICHARD BACCARI MLC VENTURES LLC, PO BOX 1014 YORKTOWN HEIGHTS, NY 10598 |
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| Member of 13(d) Group |
Signatures
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CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY By: /s/ Brian G. Sweeney, Attorney-in-Fact | | 7/13/2021 |
**Signature of Reporting Person | Date |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN By: /s/ Brian G. Sweeney, Attorney-in-Fact | | 7/13/2021 |
**Signature of Reporting Person | Date |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN By: /s/ Brian G. Sweeney, Attorney-in-Fact | | 7/13/2021 |
**Signature of Reporting Person | Date |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN By: /s/ Brian G. Sweeney, Attorney-in-Fact | | 7/13/2021 |
**Signature of Reporting Person | Date |
CHARLES F. DOLAN 2009 FAMILY TRUST FBO MARIANNE E. DOLAN WEBER By: /s/ Brian G. Sweeney, Attorney-in-Fact | | 7/13/2021 |
**Signature of Reporting Person | Date |
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