FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CABLEVISION SYSTEMS CORP /NY [ CVC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/21/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
Cablevision NY Group Class A Common Stock | 06/21/2016 | D(1) | 1,067,402(2) | D | $34.9(3) | 0 | D(4) | |||
Cablevision NY Group Class A Common Stock | 06/21/2016 | D(1) | 214,381(5) | D | $34.9(3)(6) | 0 | I(7) | By spouse | ||
Cablevision NY Group Class A Common Stock | 06/21/2016 | D(1) | 7,700 | D | $34.9(3) | 0 | I(8)(9) | By minor children | ||
Cablevision NY Group Class A Common Stock | 06/21/2016 | D(1) | 14,750 | D | $34.9(3) | 0 | I(8)(10) | By members of the household | ||
Cablevision NY Group Class A Common Stock | 06/21/2016 | D(1) | 1,866.149 | D | $34.9(3) | 0 | I(7) | By spouse's 401(k) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Cablevision NY Group Class B Common Stock | (11) | 06/21/2016 | D(1) | 60,627 | (11) | (11) | Cablevision NY Group Class A Common Stock | 60,627 | $34.9(3) | 0 | D(4) | ||||
Options (Right to Buy) | $13.93 | 06/21/2016 | D(1) | 67,800 | 03/06/2013 | 03/06/2022 | Cablevision NY Group Class A Common Stock | 67,800 | (12) | 0 | I(7) | By spouse | |||
Options (Right to Buy) | $13.93 | 06/21/2016 | D(1) | 1,687,800 | 03/06/2013 | 03/06/2022 | Cablevision NY Group Class A Common Stock | 1,687,800 | (12) | 0 | D(4) | ||||
Options (Right to Buy) | $13.98 | 06/21/2016 | D(1) | 2,000,000 | (13) | 03/07/2023 | Cablevision NY Group Class A Common Stock | 2,000,000 | (12) | 0 | D(4) | ||||
Options (Right to Buy) | $17.64 | 06/21/2016 | D(1) | 2,000,000 | (14) | 03/03/2024 | Cablevision NY Group Class A Common Stock | 2,000,000 | (12) | 0 | D(4) | ||||
Options (Right to Buy) | $19.17 | 06/21/2016 | D(1) | 2,000,000 | (13) | 03/03/2025 | Cablevision NY Group Class A Common Stock | 2,000,000 | (12) | 0 | D(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Disposition pursuant to the terms of the Agreement and Plan of Merger, dated as of September 16, 2015 (the "Merger Agreement"), by and among Cablevision Systems Corporation, Altice N.V. and Neptune Merger Sub Corp, exempt under Rule 16b-3. |
2. Includes shares held jointly with Kristin A. Dolan. |
3. At the Effective Time (as defined in the Merger Agreement), each outstanding share of the issuer's Class A and Class B Common Stock beneficially owned by the reporting persons immediately prior to the Effective Time was cancelled and converted into the right to receive $34.90 in cash (the "per share merger consideration"), without interest. |
4. 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 (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
5. Includes restricted shares. |
6. Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted share held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the per share merger consideration of $34.90, exempt under Rule 16b-3. |
7. Securities held directly by Kristin A. Dolan (or indirectly by Kristin A. Dolan through a 401(k) plan), Mr. Dolan's spouse, and indirectly held by James L. Dolan. James L. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. Excludes shares held jointly with James L. Dolan, which are reflected on James L. Dolan's direct holdings. |
8. Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that either was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
9. Shares of Class A Common Stock held by James L. Dolan, as custodian for the Reporting Persons' minor children. |
10. Shares of Class A Common Stock held by members of the Reporting Persons' household. |
11. Cablevision NY Group Class B Common Stock (the "Class B Common Stock") of the Issuer was convertible at the option of the holder on a share for share basis into Cablevision NY Group Class A Common Stock (the "Class A Common Stock") of the Issuer. |
12. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option held by the reporting persons immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $34.90 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes, exempt under Rule 16b-3. |
13. All previously unvested options became vested immediately prior to the Effective Time. |
14. Options were vested prior to the Effective Time. |
Remarks: |
/s/ James L. Dolan | 06/21/2016 | |
/s/ Kristin A. Dolan | 06/21/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |