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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 | ||||||||
| Options (Right to Buy) | $ 32.76 (1) (2) | 10/14/2015 | J(1)(2) | 22,000 (3) | (4) | 06/05/2016 | Class A Common Stock | 22,000 | $ 0 | 22,000 | D (5) | ||||
| Restricted Stock Units | (6) | 10/14/2015 | J(7)(8) | 3,657 | (7)(9) | 09/11/2018 | Class A Common Stock | 3,657 | $ 0 | 3,657 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOLAN JAMES LAWRENCE TWO PENN PLAZA NEW YORK, NY 10121-0091 |
X | Executive Chairman | Member of 13(d) Group | |
| Dolan Kristin A TWO PENN PLAZA NEW YORK, NY 10121-0091 |
X | |||
| /s/ Lawrence J. Burian, Attorney-in-Fact for James L. Dolan | 10/16/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Lawrence J. Burian, Attorney-in-Fact for Kristin A. Dolan | 10/16/2015 | |
| **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) | The exercise price was determined by allocating the exercise price for the option under the MSG Networks Inc. (formerly, The Madison Square Garden Company, and referred to herein as "MSG Networks") 2010 Employee Stock Plan between the existing MSG Networks option and The Madison Square Garden Company (formerly, MSG Spinco, Inc., and referred to herein as "MSG") option based upon the volume weighted average prices of the MSG Networks Class A Common Stock and the MSG Class A Common Stock over the ten trading days (The remainder of the footnote is continued in footnote (2) below.) |
| (2) | immediately following the distribution by MSG Networks of all of the outstanding common stock of MSG to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. The underlying share amount takes into account the Distribution ratio of one share of MSG common stock to every three shares of MSG Networks common stock. |
| (3) | Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Distribution, and granted pursuant to the 2015 Employee Stock Plan, in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. |
| (4) | The options are fully exercisable and vested as of the date of this filing. |
| (5) | Securities held directly by 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 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. |
| (6) | Each restricted stock unit is granted under the MSG 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. |
| (7) | Reflects acquisition of restricted stock units in connection with the Distribution in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. The number of restricted stock units represents a value equal to 70% of the value of the MSG Networks award at the time of the Distribution. (The remainder of the footnote is continued in footnote (7) below.) |
| (8) | The value of the MSG restricted stock units and MSG Networks restricted stock units was based upon the volume weighted average prices of the MSG Class A Common Stock over the ten trading days immediately following the Distribution, and MSG Networks Class A Common Stock over the ten trading days immediately preceding the Distribution. Each restricted stock unit is granted under the MSG 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. |
| (9) | The restricted stock units are scheduled to vest in three equal installments on September 11, 2016, September 11, 2017 and September 11, 2018, subject to the achievement of certain performance measures. |