Statement of Changes in Beneficial Ownership (4)
July 13 2021 - 4:43PM
Edgar (US Regulatory)
FORM 4
[X]
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
RICHTER BRET |
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)
EVP, CFO & Treasurer |
|
(Last)
(First)
(Middle)
11 PENNSYLVANIA PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2021 |
|
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 7/9/2021 | | D | | 91710 (1) | D | (1) | 0 | D | |
| Class A Common Stock | 7/9/2021 | | D | | 100 | D | (1) | 0 | I (2) | By member of household |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (3) | 7/9/2021 | | D | | | 58480 (4) | (5) | (5) | Class A Common Stock | 58480 | (4) | 0 | D | |
| Restricted Stock Units | (3) | 7/9/2021 | | D | | | 23810 (4) | (6) | (6) | Class A Common Stock | 23810 | (4) | 0 | D | |
| Restricted Stock Units | (3) | 7/9/2021 | | D | | | 8429 (4) | (7) | (7) | Class A Common Stock | 8429 | (4) | 0 | D | |
| Explanation of Responses: |
| (1) | Represents shares of Class A Common Stock of MSG Networks Inc. ("MSGN") disposed of as a result of the conversion of MSGN Class A Common Stock to Class A Common Stock 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 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. |
| (2) | Reporting Person disclaim beneficial ownership of the securities of MSGN beneficially owned and deemed to be beneficially owned by members of his household and this filing shall not be deemed an admission that Reporting Person is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| (3) | Each MSGN restricted stock unit represented a right to receive one share of MSGN Class A Common Stock or the cash equivalent thereof. |
| (4) | Represents MSGN restricted stock units ("MSGN RSUs") disposed of 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, calculated based on (x) the number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172. |
| (5) | The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. |
| (6) | The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021 and September 15, 2022. |
| (7) | The MSGN RSUs were scheduled to vest and settle on September 15, 2021. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
RICHTER BRET
11 PENNSYLVANIA PLAZA
NEW YORK, NY 10001 |
|
| EVP, CFO & Treasurer |
|
Signatures
|
| /s/ Mark C. Cresitello, Attorney-in-Fact for Bret Richter | | 7/13/2021 |
| **Signature of Reporting Person | Date |
MSG Networks (NYSE:MSGN)
Historical Stock Chart
From Nov 2024 to Dec 2024
MSG Networks (NYSE:MSGN)
Historical Stock Chart
From Dec 2023 to Dec 2024
