SEC Form 4 filed by CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY
$MSGN
Television Services
Consumer Services
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MSG NETWORKS INC. [ MSGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 07/09/2021 | J | 47,864(1) | D | (1) | 0 | D(2) | |||
| Class A Common Stock | 07/09/2021 | J | 87,750(1) | D | (1) | 0 | D(3) | |||
| Class A Common Stock | 07/09/2021 | J | 39,886(1) | D | (1) | 0 | D(4) | |||
| Class A Common Stock | 07/09/2021 | J | 47,864(1) | D | (1) | 0 | D(5) | |||
| Class A Common Stock | 07/09/2021 | J | 47,864(1) | D | (1) | 0 | D(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | 07/09/2021 | J | 918,981(1) | (7) | (7) | Class A Common Stock | 918,981(1) | (1) | 0 | D(2) | ||||
| Class B Common Stock | (7) | 07/09/2021 | J | 1,812,973(1) | (7) | (7) | Class A Common Stock | 1,812,973(1) | (1) | 0 | D(3) | ||||
| Class B Common Stock | (7) | 07/09/2021 | J | 926,958(1) | (7) | (7) | Class A Common Stock | 926,958(1) | (1) | 0 | D(4) | ||||
| Class B Common Stock | (7) | 07/09/2021 | J | 918,981(1) | (7) | (7) | Class A Common Stock | 918,981(1) | (1) | 0 | D(5) | ||||
| Class B Common Stock | (7) | 07/09/2021 | J | 890,802(1) | (7) | (7) | Class A Common Stock | 890,802(1) | (1) | 0 | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 Children Trust FBO Deborah 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 Children 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 Children 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 Children 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 Children 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. |
| Remarks: |
| CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY By: /s/ Brian G. Sweeney, Attorney-in-Fact | 07/13/2021 | |
| CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN By: /s/ Brian G. Sweeney, Attorney-in-Fact | 07/13/2021 | |
| CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN By: /s/ Brian G. Sweeney, Attorney-in-Fact | 07/13/2021 | |
| CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN By: /s/ Brian G. Sweeney, Attorney-in-Fact | 07/13/2021 | |
| CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER By: /s/ Brian G. Sweeney, Attorney-in-Fact | 07/13/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||