James L. Dolan - Jul 9, 2021 Form 4 Insider Report for MSG NETWORKS INC. (MSGN)

Role: Executive Chairman, Director, Member of 13(d) Group, 10%+ Owner
Signature: /s/ James L. Dolan
Stock symbol: MSGN
Transactions as of: Jul 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/13/2021, 04:52 PM
Previous filing: Jun 21, 2021
Next filing: Aug 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MSGN	Class A Common Stock	Disposed to Issuer		-345K	-100%		0	Jul 9, 2021	Direct	F1, F2
transaction	MSGN	Class A Common Stock	Disposed to Issuer		-22.8K	-100%		0	Jul 9, 2021	By Spouse	F1, F3
transaction	MSGN	Class A Common Stock	Disposed to Issuer		-1.48K	-100%		0	Jul 9, 2021	By Minor Children	F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MSGN	Restricted Stock Units	Disposed to Issuer		-197K	-100%		0	Jul 9, 2021	Class A Common Stock	197K		Direct	F5, F6, F7, F8
transaction	MSGN	Restricted Stock Units	Disposed to Issuer		-23.6K	-100%		0	Jul 9, 2021	Class A Common Stock	23.6K		By Spouse	F3, F5, F6, F9
transaction	MSGN	Class B Common Stock	Disposed to Issuer		-1.22M	-100%		0	Jul 9, 2021	Class A Common Stock	1.22M		Direct	F1, F8, F10
transaction	MSGN	Options (Right to Buy)	Disposed to Issuer		-535K	-100%		0	Jul 9, 2021	Class A Common Stock	535K	$17.81	Direct	F8, F11, F12
transaction	MSGN	Options (Right to Buy)	Disposed to Issuer		-426K	-100%		0	Jul 9, 2021	Class A Common Stock	426K	$21.60	Direct	F8, F11, F12
transaction	MSGN	Options (Right to Buy)	Disposed to Issuer		-316K	-100%		0	Jul 9, 2021	Class A Common Stock	316K	$25.05	Direct	F8, F11, F13
transaction	MSGN	Options (Right to Buy)	Disposed to Issuer		-556K	-100%		0	Jul 9, 2021	Class A Common Stock	556K	$14.32	Direct	F8, F11, F14

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James L. Dolan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	The Reporting Persons disclaim beneficial ownership of all securities of MSGN 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.
F5	Each MSGN restricted stock unit represented a right to receive one share of MSGN Class A Common Stock or the cash equivalent thereof.
F6	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.
F7	The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023.
F8	Securities held directly by Mr. 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 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.
F9	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.
F10	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.
F11	Represents MSGN options disposed of as a result of the conversion of MSGN options to MSGE options pursuant to 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 options, multiplied by (y) 0.172, and rounded down to the nearest whole share. The MSGE options exercise price is equal to the per share exercise price of MSGN options divided by 0.172, and rounded up to the nearest whole cent.
F12	The derivative security is fully vested.
F13	Two-thirds of the MSGN options vested in equal installments on August 28, 2019 and August 28, 2020. The remaining one-third was scheduled to vest on August 28, 2021.
F14	One-third of the MSGN options vested on August 29, 2020. The remaining two-thirds were scheduled to vest in equal installments on August 29, 2021 and August 29, 2022.