James L. Dolan - 09 Jul 2021 Form 4 Insider Report for MSG NETWORKS INC.

Footnote F1

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"), a transaction exempt under Rule 16b-3, 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.

Footnote F2

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.

Footnote F3

Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

Footnote F4

The Reporting Persons disclaim beneficial ownership of all securities of MSGN beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.

Footnote F5

Each MSGN restricted stock unit represented a right to receive one share of MSGN Class A Common Stock or the cash equivalent thereof.

Footnote F6

Represents MSGN restricted stock units ("MSGN RSUs") disposed as a result of the conversion of MSGN RSUs to MSGE restricted stock units pursuant to the closing of the Merger, a transaction exempt under Rule 16b-3, based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172.

Footnote F7

The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023.

Footnote F8

Securities held directly by Mr. James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities in which she has a direct pecuniary interest) and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

Footnote F9

The MSGN RSUs were fully vested on the date of grant and, prior to the Merger, would have been settled in stock or in cash on the first business day 90 days after service on the Board of Directors ceased.

Footnote F10

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.

Footnote F11

Represents MSGN options disposed of as a result of the conversion of MSGN options to MSGE options pursuant to the Merger, a transaction exempt under Rule 16b-3, based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN options, multiplied by (y) 0.172, and rounded down to the nearest whole share. The MSGE options exercise price is equal to the per share exercise price of MSGN options divided by 0.172, and rounded up to the nearest whole cent.

Footnote F12

The derivative security is fully vested.

Footnote F13

Two-thirds of the MSGN options vested in equal installments on August 28, 2019 and August 28, 2020. The remaining one-third was scheduled to vest on August 28, 2021.

Footnote F14

One-third of the MSGN options vested on August 29, 2020. The remaining two-thirds were scheduled to vest in equal installments on August 29, 2021 and August 29, 2022.