SEC Form SC 13D/A filed by MSG Networks Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

 

 

MSG Networks Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

55826P 100

(CUSIP Number)

Beverly B. Reyes

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, NY 10112

212-408-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 9, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan, individually, and as a Trustee of the Charles F. Dolan 2009 Revocable Trust
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares   Beneficially   Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 2 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Helen A. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 3 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   James L. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00, BK – See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 4 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Thomas C. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 5 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Kathleen M. Dolan, individually, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and as a Trustee of the Charles F. Dolan Children Trusts
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 6 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Marianne E. Dolan Weber
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 7 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Deborah A. Dolan-Sweeney
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 8 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Corby Dolan Leinauer, as a Trustee of each of the 2009 Family Trusts
2.		Check the Appropriate Box if a Member of a Group   (a)  ☐    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 9 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts
2.		Check the Appropriate Box if a Member of a Group   (a)  ☐    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 10 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Paul J. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☐    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   IN

 

Page 11 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Revocable Trust
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 12 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Kathleen M. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 13 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 14 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Marianne Dolan Weber
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 15 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Thomas C. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 16 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO James L. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00, BK – See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 17 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO James L. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 18 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 19 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 20 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 21 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 22 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Ryan Dolan 1989 Trust
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 23 of 29

CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Tara Dolan 1989 Trust
2.		Check the Appropriate Box if a Member of a Group   (a)  ☒    (b)  ☐
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   0
		8.		Shared Voting Power   0
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 24 of 29

AMENDMENT NO. 16 TO SCHEDULE 13D

This Amendment No. 16 to Schedule 13D (“Amendment No. 16”) is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the “Group Members”) who may have previously been deemed to beneficially own all of the shares of Class B Common Stock of MSG Networks Inc. (the “Issuer”), par value $.01 per share (the “Class B Common Stock”), which were convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $.01 per share (the “Class A Common Stock,” and together with the Class B Common Stock, the “Common Stock”), and a certain number of shares of Class A Common Stock, in each case as described herein, and (ii) certain trustees of such Group Members (collectively, the “Reporting Persons”).

The Schedule 13D (the “Schedule”) filed by the original Reporting Persons on February 12, 2010, as amended and supplemented by Amendment No. 1 filed on November 19, 2010, Amendment No. 2 filed on March 10, 2011, Amendment No. 3 filed on September 16, 2011, Amendment No. 4 filed on October 3, 2012, Amendment No. 5 filed on May 22, 2013, Amendment No. 6 filed on August 22, 2013, Amendment No. 7 filed on September 20, 2013, Amendment No. 8 filed on March 27, 2014, Amendment No. 9 filed on September 5, 2014, Amendment No. 10 filed on October 2, 2015, Amendment No. 11 filed on September 13, 2016, Amendment No. 12 filed on December 26, 2017, Amendment No. 13 filed on September 24, 2019, Amendment No. 14 filed on December 11, 2020 and Amendment No. 15 filed on March 30, 2021 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 16.

This Amendment No. 16 is the final amendment to the Schedule and constitutes an exit filing for the Reporting Persons.

 

Item 2

Identity and Background

(a) The names of the Reporting Persons who are Group Members are: Charles F. Dolan, individually and as a Trustee of the Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”); Helen A. Dolan; James L. Dolan; Thomas C. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (collectively, the “Dolan Children Trusts” and individually, a “Dolan Children Trust”), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne E. Dolan Weber; Deborah A. Dolan-Sweeney; the CFD 2009 Trust; the Dolan Children Trust FBO Kathleen M. Dolan; the Dolan Children Trust FBO Marianne Dolan Weber; the Dolan Children Trust FBO Deborah Dolan-Sweeney; the Dolan Children Trust FBO James L. Dolan; the Dolan Children Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; the Ryan Dolan 1989 Trust; and the Tara Dolan 1989 Trust. The Reporting Persons also include Corby Dolan Leinauer, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the “2009 Family Trusts” and individually, a “2009 Family Trust”); Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts; and Paul J. Dolan, as a Trustee of the Dolan Children Trusts FBO Kathleen M. Dolan and James L. Dolan.

 

Item 4

Purpose of Transaction

The disclosure in Item 4 is hereby amended by adding the following at the end thereof:

 

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On July 9, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021, among the Issuer, Madison Square Garden Entertainment Corp., a Delaware corporation (“MSG Entertainment”), and Broadway Sub Inc., a Delaware corporation and a direct wholly- owned subsidiary of MSG Entertainment (“Merger Sub”), Merger Sub merged into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of MSG Entertainment. Subject to the terms and conditions of the Merger Agreement, at the time at which the Merger became effective (the “Effective Time”), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than certain excluded shares, was converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of MSG Entertainment equal to such number of shares of Class A Common Stock held immediately prior to the Effective Time multiplied by 0.172, with such number rounded up to the next whole share, and each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time, other than certain excluded shares, was converted into the right to receive a number of shares of Class B common stock, par value $0.01 per share, of MSG Entertainment equal to such number of shares of Class B Common Stock held immediately prior to the Effective Time multiplied by 0.172, with such number rounded up to the next whole share.

 

Item 5

Interest in Securities of the Issuer

The disclosure in Item 5 is hereby amended and restated in its entirety as follows:

 

(a)

The Reporting Persons beneficially own no shares of Class A Common Stock.

 

(b)

Not applicable.

 

(c)

Other than as described in Item 4 above, the Reporting Persons have not effected any transactions in the Class A Common Stock during the 60 days prior to July 9, 2021.

 

(d)

Not applicable.

 

(e)

Each of the Reporting Persons ceased to be a beneficial owner of five percent or more of the Class A Common Stock on July 9, 2021.

 

Item 6

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

The disclosure in Item 6 is hereby amended to add the following at the end thereof:

The information contained in Item 4 of this Amendment No. 16 is incorporated by reference.

At the Effective Time, the obligations to vote as provided in the Voting Agreement, dated March 25, 2021, by and among MSG Entertainment and the Reporting Persons were terminated in accordance with the terms of the Voting Agreement.

 

Item 7

Material to be Filed as an Exhibit

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

Exhibit B.16: Joint Filing Agreement, dated July 13, 2021.

 

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Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: July 13, 2021

 

 

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*By:		/s/ Brian G. Sweeney
		Brian G. Sweeney
		as Attorney-in-Fact

 

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