SEC Form 4
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*
DOLAN JAMES LAWRENCE

(Last) (First) (Middle)
11 PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MSG NETWORKS INC. [ MSGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Executive Chairman Member of 13D Group
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Class A Common Stock 08/28/2018 A 13,777 A $0.00(1) 346,510(2) D(3)
Class A Common Stock 08/28/2018 F(4) 4,680 D $25.05 341,830(2) D(3)
Class A Common Stock 22,813 I(5) By Spouse
Class A Common Stock 3,157 I(6) By Members of Household
Class A Common Stock 1,475 I(7) By Minor Children
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 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
Options (Right to Buy) $25.05(8) 08/28/2018 A 315,790 08/28/2019(9) 02/28/2026 Class A Common Stock 315,790 $0.00 315,790 D
1. Name and Address of Reporting Person*
DOLAN JAMES LAWRENCE

(Last) (First) (Middle)
11 PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Executive Chairman Member of 13D Group
1. Name and Address of Reporting Person*
Dolan Kristin A

(Last) (First) (Middle)
11 PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each performance restricted stock unit ("PSU") was granted on September 11, 2015 under the MSG Networks Inc. ("Networks") 2010 Employee Stock Plan, as amended. The PSUs vested on August 28, 2018 upon the achievement of performance criteria established at the time of the grant.
2. Includes shares held jointly with spouse.
3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse or jointly by James L. Dolan and Kristin A. Dolan. 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 is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
4. Represents PSUs of Networks withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1 above, exempt under Rule 16b-3.
5. Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
6. Reporting Persons disclaim beneficial ownership of all securities of Networks beneficially owned and deemed to be beneficially owned by members of their household and this filing shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.
7. Reporting Persons disclaim beneficial ownership of all securities of Networks beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.
8. Grant of options under the MSG Networks Inc. 2010 Employee Stock Plan, as amended, exempt under Rule 16b-3.
9. The options are scheduled to vest in three equal installments on August 28, 2019, August 28, 2020 and August 28, 2021.
Remarks:
/s/ James L. Dolan 08/30/2018
/s/ Mark C. Cresitello as Attorney-in-Fact for Kristin A. Dolan 08/30/2018
** 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).
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