Edgar Filing: MSG NETWORKS INC.

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DARINO-GORSKI DAWN

2. Issuer Name and Ticker or Trading Symbol
MSG NETWORKS INC. [MSGN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Controller & PAO

(Last)

(First)

(Middle)

11 PENNSYLVANIA PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2015

(Street)

NEW YORK, NY 10001

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

10/14/2015

J⁽²⁾⁽³⁾

6,323

⁽⁴⁾

09/11/2018

Class A Common Stock

6,323

$ 0

8,593

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DARINO-GORSKI DAWN 11 PENNSYLVANIA PLAZA NEW YORK, NY 10001			SVP, Controller & PAO

Signatures

/s/ Mark C. Cresitello, Attorney-in-Fact for Dawn Darino-Gorski		10/16/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Each restricted stock unit is granted under the MSG Networks Inc. 2010 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.
(2)	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"), the Reporting Person's restricted stock units granted under the 2010 Employee Stock Plan after July 1, 2015 were adjusted in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. (The remainder of the footnote is in footnote (2) below.)
(3)	In connection with the Distribution, the number of such restricted stock units previously granted on September 11, 2015, was adjusted to equal the number of restricted stock units before the Distribution multiplied by the volume weighted average prices of the MSG Networks Class A Common Stock over the 10 trading days immediately preceding the Distribution date and divided by the volume weighted average prices of the MSG Networks Class A Common Stock over the 10 trading days immediately following the Distribution date.
(4)	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

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