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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 225,385 (8) | 225,385 (8) | I (4) (6) | By CFD 2009 Revocable Trus |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOLAN CHARLES F C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
X | X | Member of 13D Group | |
DOLAN HELEN A C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
X | Member of 13D Group |
/s/ Brian G. Sweeney, Attorney-in-fact for Charles F. Dolan | 10/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Brian G. Sweeney, Attorney-in-fact for Helen A. Dolan | 10/02/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the distribution by MSG Networks Inc. (formerly, The Madison Square Garden Company, and referred to herein as "MSG Networks") of all of the outstanding common stock of The Madison Square Garden Company (formerly, MSG Spinco, Inc. and referred to herein as "MSG") to its stockholders (the "Distribution") pursuant to vested MSG Networks restricted stock units, in a transaction exempt under Rules 16a-9 or 16b-6, and 16b-3. The shares of Class A Common Stock were granted pursuant to the 2015 Stock Plan for Non-Employee Directors. |
(2) | Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rule 16a-9. |
(3) | Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan. |
(4) | 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. |
(5) | Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Represents shares of MSG Class A Common Stock received by the Charles F. Dolan 2009 Revocable Trust in connection with the Distribution in an exempt transaction under Rule 16a-9. |
(6) | Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. |
(7) | The Madison Square Garden Company Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into The Madison Square Garden Company Class A Common Stock (the "Class A Common Stock"). |
(8) | Reflects transfer of shares of Class B Common Stock previously owned directly by MSG Networks and its subsidiaries and received by the Charles F. Dolan 2009 Revocable Trust in connection with the Distribution in a transaction exempt under Rule 16a-9 and Rule 16a-13. |