Statement of Changes in Beneficial Ownership (4)
13 Julho 2021 - 5:53PM
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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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
*
DOLAN KATHLEEN MARGARET |
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 RICHARD BACCARI, MLC VENTURES LLC, PO BOX 1014 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2021 |
(Street)
YORKTOWN HEIGHTS, NY 10598
(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)
_X
_ Form filed by One Reporting Person
___ 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 | | 4705 (1) | D | (1) | 0 | D | |
Class A Common Stock | 7/9/2021 | | J | | 1850 (1) | D | (1) | 0 | I (2) | By Children |
Class A Common Stock | 7/9/2021 | | J | | 271228 (1) | D | (1) | 0 | I (3) | By Trusts |
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 | (4) | 7/9/2021 | | J | | | 5468695 (1) | (4) | (4) | Class A Common Stock | 5468695 (1) | (1) | 0 | I (3) | By Trusts |
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) | The Reporting Person disclaims beneficial ownership of all shares of MSGN beneficially owned or deemed to be beneficially owned by the Reporting Person as custodian for her children and this filing shall not be deemed an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(3) | Reflects securities held by trusts for which the Reporting Person serves as co-trustee. The Reporting Person disclaims beneficial ownership of all shares of MSGN beneficially owned or deemed to be beneficially owned by the trusts 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. |
(4) | 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 |
DOLAN KATHLEEN MARGARET 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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/s/ Richard Baccari, Attorney-in-Fact for Kathleen M. Dolan | | 7/9/2021 |
**Signature of Reporting Person | Date |
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