0001209191-21-046537.txt : 20210713 0001209191-21-046537.hdr.sgml : 20210713 20210713165215 ACCESSION NUMBER: 0001209191-21-046537 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210709 FILED AS OF DATE: 20210713 DATE AS OF CHANGE: 20210713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOLAN HELEN A CENTRAL INDEX KEY: 0000902298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34434 FILM NUMBER: 211088435 MAIL ADDRESS: STREET 1: BAKER BOTTS L.L.P. STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOLAN CHARLES F CENTRAL INDEX KEY: 0000935761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34434 FILM NUMBER: 211088436 MAIL ADDRESS: STREET 1: BAKER BOTTS L.L.P. STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MSG NETWORKS INC. CENTRAL INDEX KEY: 0001469372 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 270624498 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 11 PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212)465-6400 MAIL ADDRESS: STREET 1: 11 PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Madison Square Garden Co DATE OF NAME CHANGE: 20110503 FORMER COMPANY: FORMER CONFORMED NAME: Madison Square Garden, Inc. DATE OF NAME CHANGE: 20090730 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-09 1 0001469372 MSG NETWORKS INC. MSGN 0000935761 DOLAN CHARLES F 11 PENNSYLVANIA PLAZA NEW YORK NY 10001 1 0 1 1 Member of 13(d) Group 0000902298 DOLAN HELEN A 11 PENNSYLVANIA PLAZA NEW YORK NY 10001 0 0 1 1 Member of 13(d) Group Class A Common Stock 2021-07-09 4 D 0 82228 D 0 I By CFD 2009 Revocable Trust Restricted Stock Units 2021-07-09 4 D 0 56001 D Class A Common Stock 56001 0 D Class B Common Stock 2021-07-09 4 D 0 676156 D Class A Common Stock 676156 0 I By CFD 2009 Revocable Trust Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of MSG Networks Inc. ("MSGN") disposed of as a result of the conversion of MSGN Class A Common Stock and MSGN Class B Common Stock to Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), a transaction exempt under Rule 16b-3, calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. 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. Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. Each MSGN restricted stock unit represented a right to receive one share of MSGN Class A Common Stock or the cash equivalent thereof. Represents MSGN restricted stock units ("MSGN RSUs") disposed as a result of the conversion of MSGN RSUs to MSGE restricted stock units pursuant to the closing of the Merger, a transaction exempt under Rule 16b-3, based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172. The MSGN RSUs were fully vested on the date of grant and, prior to the Merger, would have been settled in stock or in cash on the first business day 90 days after service on the Board of Directors ceased. Securities owned directly by Mr. Charles F. Dolan, Helen 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 in which she has a direct pecuniary interest) 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. The MSGN Class B Common Stock was convertible at the option of the holder on a share for share basis into MSGN Class A Common Stock. /s/ Dennis H. Javer, Attorney-in-Fact for Charles F. Dolan 2021-07-09 /s/ Dennis H. Javer, Attorney-in-Fact for Helen A. Dolan 2021-07-09