Charles F. Dolan - 09 Jul 2021 Form 4 Insider Report for MSG NETWORKS INC.

Reporting relationship: Director, Member of 13(d) Group, 10%+ Owner
Issuer ticker: N/A
Reported as of: 09 Jul 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 13 Jul 2021, 16:52:15 UTC
Prior SEC filing: 29 Aug 2022
Next SEC filing: 10 Dec 2021
Source filing: View source filing
Reporting owner signature: /s/ Dennis H. Javer, Attorney-in-Fact for Charles F. Dolan

Key filing fact

Charles F. Dolan filed Form 4 for MSG NETWORKS INC. on 13 Jul 2021.

Key facts

This page summarizes Charles F. Dolan's Form 4 filing for MSG NETWORKS INC..
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 13 Jul 2021, 16:52.

Change

Previous filing in this sequence was filed on 29 Aug 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MSGN transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -82,228
Change %: -100%
Price
Shares after: 0
Date: 09 Jul 2021
Ownership: By CFD 2009 Revocable Trust
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MSGN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -56,001
Change %: -100%
Price
Shares after: 0
Date: 09 Jul 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 56,001
Exercise price
Footnotes: F4, F5, F6, F7

MSGN transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
Shares: -676,156
Change %: -100%
Price
Shares after: 0
Date: 09 Jul 2021
Ownership: By CFD 2009 Revocable Trust
Underlying class: Class A Common Stock
Underlying amount: 676,156
Exercise price
Footnotes: F1, F2, F3, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Charles F. Dolan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

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

Helen A. Dolan disclaims beneficial ownership of these securities 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 F3

Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.

Footnote F4

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

Footnote F5

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 F6

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 F7

Securities owned directly by Mr. Charles F. Dolan, Helen 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 F8

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.