Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

 

 

MSG Networks Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

55826P 100

(CUSIP Number)

Richard D. Bohm

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

212-909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 12, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   758,384
				8.		Shared Voting Power   6,841,115
				9.		Sole Dispositive Power   758,384
				10.		Shared Dispositive Power   6,841,115
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   7,599,499
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   11.1%
14.		Type of Reporting Person   IN

 

*

Excludes 6,723,369 shares of MSG Networks Inc. Class A Common Stock, par value $0.01 per share (Class A Common Stock), issuable upon conversion of an equal number of shares of MSG Networks Inc. Class B Common Stock, par value $0.01 per share (Class B Common Stock), held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 2 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   7,599,499
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   7,599,499
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   7,599,499
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   11.1%
14.		Type of Reporting Person   IN

 

*

Excludes 6,723,369 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 3 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   James L. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00, BK See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,556,207
				8.		Shared Voting Power   1,928,331
				9.		Sole Dispositive Power   1,556,207
				10.		Shared Dispositive Power   1,928,331
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,484,538
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   5.4%
14.		Type of Reporting Person   IN

 

*

Excludes 10,551,220 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 4 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Thomas C. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   40,767
				8.		Shared Voting Power   966,844
				9.		Sole Dispositive Power   40,767
				10.		Shared Dispositive Power   966,844
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,007,611
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.6%
14.		Type of Reporting Person   IN

 

*

Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 5 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Patrick F. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   5,112
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   5,112
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   5,112
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.01%
14.		Type of Reporting Person   IN

 

Page 6 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Kathleen M. Dolan, individually, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and as a Trustee of the Charles F. Dolan Children Trusts
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   36,867
				8.		Shared Voting Power   5,739,923
				9.		Sole Dispositive Power   36,867
				10.		Shared Dispositive Power   5,739,923
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   5,776,790
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   8.6%
14.		Type of Reporting Person   IN

 

*

Excludes 8,089,548 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 7 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Marianne E. Dolan Weber
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   9,191
				8.		Shared Voting Power   940,216
				9.		Sole Dispositive Power   9,191
				10.		Shared Dispositive Power   940,216
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   949,407
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.5%
14.		Type of Reporting Person   IN

 

*

Excludes 12,697,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 8 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Deborah A. Dolan-Sweeney
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   20,618
				8.		Shared Voting Power   1,000,652
				9.		Sole Dispositive Power   20,618
				10.		Shared Dispositive Power   1,000,652
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,021,270
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.6%
14.		Type of Reporting Person   IN

 

*

Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 9 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   David M. Dolan, as a Trustee of each of the Charles F. Dolan 2009 Family Trusts
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 - See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   301,032
				8.		Shared Voting Power   6,276,000
				9.		Sole Dispositive Power   301,032
				10.		Shared Dispositive Power   6,276,000
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,577,032
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   9.7%
14.		Type of Reporting Person   IN

 

*

Excludes 7,399,525 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which David M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 10 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and each of the Charles F. Dolan 2009 Family Trusts
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   6,839
				8.		Shared Voting Power   7,243,559
				9.		Sole Dispositive Power   6,839
				10.		Shared Dispositive Power   7,243,559
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   7,250,398
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   10.6%
14.		Type of Reporting Person   IN

 

*

Excludes 6,480,544 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 11 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Kathleen M. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   966,845
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   966,845
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   966,845
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.6%
14.		Type of Reporting Person   OO

 

*

Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 12 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   966,845
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   966,845
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   966,845
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.6%
14.		Type of Reporting Person   OO

 

*

Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 13 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Marianne Dolan Weber
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   938,666
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   938,666
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   938,666
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.5%
14.		Type of Reporting Person   OO

 

*

Excludes 12,697,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 14 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Patrick F. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

Page 15 of 41

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CUSIP NO. 55826P 100

 

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO Thomas C. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   966,844
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   966,844
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   966,844
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.6%
14.		Type of Reporting Person   OO

 

*

Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 16 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan Children Trust FBO James L. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00, BK See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,900,723
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,900,723
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,900,723
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   3.0%
14.		Type of Reporting Person   OO

 

*

Excludes 11,775,582 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 17 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO James L. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,304,501
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,304,501
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,304,501
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   2.1%
14.		Type of Reporting Person   OO

 

*

Excludes 12,297,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 18 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,304,501
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,304,501
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,304,501
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   2.1%
14.		Type of Reporting Person   OO

 

*

Excludes 12,297,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 19 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

 

Page 20 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,229,501
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,229,501
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,229,501
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   2.0%
14.		Type of Reporting Person   OO

 

*

Excludes 12,372,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 21 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,292,501
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,292,501
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,292,501
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   2.1%
14.		Type of Reporting Person   OO

 

*

Excludes 12,309,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 22 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   1,124,501
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,124,501
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,124,501
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   1.8%
14.		Type of Reporting Person   OO

 

*

Excludes 12,477,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Ryan Dolan 1989 Trust
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   15,156
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   15,156
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,156
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

*

Excludes 13,573,399 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Ryan Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 24 of 41

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CUSIP NO. 55826P 100

 

1.		Name of Reporting Person   Tara Dolan 1989 Trust
2.		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds   00 See Item 3 of Statement
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially Owned By Each Reporting Person With				7.		Sole Voting Power   15,156
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   15,156
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,156
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x*
13.		Percent of Class Represented by Amount in Row (11)   0.0%
14.		Type of Reporting Person   OO

 

*

Excludes 13,573,399 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Tara Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

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AMENDMENT NO. 11 TO SCHEDULE 13D

This Amendment No. 11 to Schedule 13D (Amendment No. 11) is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the Group Members) who may be deemed to beneficially own all of the shares of Class B Common Stock of MSG Networks Inc. (the Issuer), par value $.01 per share (the Class B Common Stock), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $.01 per share (the Class A Common Stock, and together with the Class B Common Stock, the Common Stock), and a certain number of shares of Class A Common Stock, in each case as described herein, and certain trustees of such Group Members and (ii) Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan (the Former Group Members) to report the entry into an agreement among certain of the Group Members pursuant to which the Former Group Members sold all of the Common Stock they held directly to certain other Group Members.

The Schedule 13D (the Schedule) filed by the original Group Members on February 12, 2010, as amended and supplemented by Amendment No. 1 filed on November 19, 2010, Amendment No. 2 filed on March 10, 2011, Amendment No. 3 filed on September 16, 2011, Amendment No. 4 filed on October 3, 2012, Amendment No. 5 filed on May 22, 2013, Amendment No. 6 filed on August 22, 2013, Amendment No. 7 filed on September 20, 2013, Amendment No. 8 filed on March 27, 2014, Amendment No. 9 filed on September 5, 2014 and Amendment No. 10 filed on October 2, 2015, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 11.

 

Item 2

Identity and Background

The disclosure in Item 2(a) is hereby amended to read in its entirety as follows:

(a) The names of the Reporting Persons who are Group Members are: Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust (the CFD 2009 Trust); Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust (the HAD 2009 Trust); James L. Dolan; Thomas C. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the Dolan Children Trusts and individually, a Dolan Children Trust), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne E. Dolan Weber; Deborah A. Dolan-Sweeney; Dolan Children Trust FBO Kathleen M. Dolan; Dolan Children Trust FBO Marianne Dolan Weber; Dolan Children Trust FBO Deborah Dolan-Sweeney; Dolan Children Trust FBO James L. Dolan; Dolan Children Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; and Tara Dolan 1989 Trust. The Reporting Persons also include David M. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the 2009 Family Trusts and individually, a 2009 Family Trust) and Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts. The Former Group Members ceased to be Group Members on September 12, 2016.

 

Page 26 of 41

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The disclosure in Item 2(b) is hereby amended by changing the contact information for Patrick F. Dolan as follows:

Patrick F. Dolan

c/o News 12 Networks

One Media Crossways

Woodbury, NY 11797

Trusts:

The disclosure in Item 2(c) is hereby amended to read in its entirety as follows:

(c) Charles F. Dolan is a director of the Issuer. He is Executive Chairman and a director of AMC Networks Inc. (AMC) and a director of The Madison Square Garden Company (MSG). AMCs principal business address is 11 Penn Plaza, New York, New York 10001. Helen A. Dolan is his wife and is not currently employed. Charles F. Dolan is the Trustee of the CFD 2009 Trust. Helen A. Dolan is the Trustee of the HAD 2009 Trust.

James L. Dolan is Executive Chairman and a director of the Issuer. He is Executive Chairman and a director of MSG and a director of AMC. MSGs principal business address is Two Pennsylvania Plaza, New York, NY 10121.

Thomas C. Dolan is a director of the Issuer. He is a director of AMC and MSG. MSGs principal business address is Two Pennsylvania Plaza, New York, NY 10121.

Patrick F. Dolan is President of News 12 Networks, a subsidiary of Altice NV, a majority owner of Newsday Media and a director of AMC. News 12 Networks principal address is One Media Crossways, Woodbury, NY 11797.

Kathleen M. Dolan is the founder of Purple Crayon Productions Inc., a community art and music center, 2095 Pomfret Road, South Pomfret, VT 05067. She is a Trustee of each of the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust.

Marianne Dolan Weber is a director of AMC. AMCs principal business address is 11 Penn Plaza, New York, New York 10001.

Deborah A. Dolan-Sweeney is a former director of Cablevision Systems Corporation and the Issuer and is not currently employed.

David M. Dolan is a retired attorney and is currently the Chairman of the board of Citizens National Bank of Greater St. Louis, 7305 Manchester Road, Maplewood, Missouri 63143. He is a Trustee of each of the 2009 Family Trusts and each of the CFD 2010 Grandchildren Trusts.

Mary S. Dolan is the Co-Director of Legal Services at the Lifespan Center for Legal Services, 20 E. Jackson Blvd, Suite 500, Chicago, Illinois 60604. She is a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan.

 

Item 3

Source and Amount of Funds or Other Consideration

The disclosure in Item 3 is hereby amended by adding the following to the end thereof:

On September 12, 2016, James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan purchased an aggregate of 1,223,973 and 933,879 shares of Common Stock, respectively, consisting all of the Common Stock owned directly by the Former Group Members, for an aggregate of $20,562,747 and $15,689,167, respectively, pursuant to the Purchase Agreement (as defined and described in Item 6 below). Each of James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan financed the purchase of shares of Common Stock under the Purchase Agreement with $20,562,747 and $15,689,167, respectively, of funds borrowed from Citibank, N.A. under separate credit agreements.

For additional information regarding the sales and purchases of Common Stock, see Items 5(c) and 6 below.

 

Item 4

Purpose of Transaction

The information contained in Item 6 of this Schedule 13D is incorporated by reference.

 

Page 27 of 41

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The disclosure in Item 4 is hereby amended by adding the following to the end thereof:

The transactions contemplated by the Purchase Agreement (as defined and described in Item 6 below) are being effected to enable Patrick F. Dolan and certain trusts for the benefit of Patrick F. Dolan and his descendants to sell all of their shares of the Common Stock of the Issuer and James L. Dolan and a trust for the benefit of James L. Dolan and his descendants to purchase all of such shares of the Common Stock of the Issuer. As a result of the consummation of the transactions contemplated by the Purchase Agreement, Patrick F. Dolan ceased to be a voting member of the Dolan Family Committee (as defined in Item 6 below), and James L Dolan became entitled to one additional vote on that committee (for a total of two votes). See the section of Item 6 below entitled Class B Stockholders Agreement for a discussion of the Dolan Family Committee and related voting agreements. As a result of this additional vote, James L. Dolan will have the ability to block Dolan Family Committee approval of any Issuer change in control transaction.

 

Item 5

Interest in Securities of the Issuer

The disclosure in Item 5(a) and (b) is hereby amended and restated to read in its entirety as follows:

(a) and (b) the Group Members may be deemed to beneficially own an aggregate of 15,066,037 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,477,482 shares of Class A Common Stock (including 15,280 restricted stock units which will be settled within sixty days of this filing), and (ii) 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 20.1% of the total shares of the Issuers common stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders Agreement. Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 422,861 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

The percentages used herein are calculated based on the shares of Class A Common Stock issued and outstanding on July 29, 2016, as reported in the Issuers annual report on Form 10-K for the fiscal year ended June 30, 2016 filed by the Issuer with the Securities and Exchange Commission.

Charles F. Dolan may be deemed to beneficially own an aggregate of 7,599,499 shares of Class A Common Stock, including (i) 734,313 shares of Class A Common Stock and (ii) 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 11.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 758,384 shares of Class A Common Stock (including 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust and 676,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,841,115 shares of Class A Common Stock (including 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned by the 2009 Family Trusts). He disclaims beneficial ownership of 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

 

Page 28 of 41

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Helen A. Dolan may be deemed to beneficially own an aggregate of 7,599,499 shares of Class A Common Stock, including (i) 734,313 shares of Class A Common Stock and (ii) 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 11.1% of the shares of Class A Common Stock currently outstanding. She may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,599,499 shares of Class A Common Stock (including 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

James L. Dolan may be deemed to beneficially own an aggregate of 3,484,538 shares of Class A Common Stock, including (i) 447,203 shares of Class A Common Stock (including 15,280 restricted stock units which will be settled within sixty days of this filing) and (ii) 3,037,335 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 5.4% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 1,556,207 shares of Class A Common Stock (including 315,090 shares of Class A Common Stock owned of record personally, 1,475 shares of Class A Common Stock held as custodian for one or more minor children, 15,280 restricted stock units which will be settled within sixty days of this filing and 1,224,362 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,928,331 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with his spouse, 22,813 shares of Class A Common Stock owned of record personally by his spouse, 388 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, 3,157 shares of Class A Common Stock owned of record by members of his household, and 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit and 1,812,973 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit). He disclaims beneficial ownership of 1,475 shares of Class A Common Stock held as custodian for one or more minor children, 22,813 shares of Class A common Stock owned of record personally by his spouse, 3,157 shares of Class A Common Stock owned of record by members of his household, 388 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, and 87,750 shares of Class A Common Stock and 1,812,973 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Thomas C. Dolan may be deemed to beneficially own 1,007,611 shares of Class A Common Stock, including (i) 80,653 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This amount represents approximately 1.6% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 40,767 shares of Class A Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock

 

Page 29 of 41

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owned of record by the Dolan Children Trust for his benefit. He disclaims beneficial ownership of 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Patrick F. Dolan may be deemed to beneficially own an aggregate of 5,112 shares of Class A Common Stock. This aggregate amount represents approximately 0.01% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 5,112 shares of Class A Common Stock (including 4,256 shares of Class A Common Stock owned jointly with his spouse, 344 shares of Class A Common Stock owned of record by his spouse and 512 shares owned of record by the Daniel P. Mucci Trust (the Mucci Trust) for which he serves as co-trustee. He disclaims beneficial ownership of 344 shares of Class A Common Stock owned of record by his spouse and 512 shares of Class A Common Stock held by the Mucci Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Kathleen M. Dolan may be deemed to beneficially own an aggregate of 5,776,790 shares of Class A Common Stock, including (i) 277,783 shares of Class A Common Stock and (ii) 5,499,007 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 8.6% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 36,867 shares of Class A Common Stock (including 4,705 shares of Class A Common Stock owned of record personally and 1,850 shares of Class A Common Stock held as custodian for one or more minor children and an aggregate of 30,312 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Ryan Dolan 1989 Trust and Tara Dolan 1989 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,739,923 shares of Class A Common Stock (including an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,468,695 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts). She disclaims beneficial ownership of 1,850 shares of Class A Common Stock held as custodian for one or more minor children, an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,499,007 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Marianne Dolan Weber may be deemed to beneficially own an aggregate of 949,407 shares of Class A Common Stock, including (i) 58,605 shares of Class A Common Stock and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.5% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 9,191 shares of Class A Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 940,216 shares of Class A Common Stock (including 625 shares of Class A Common Stock held of record personally by her spouse, 925 shares of Class A Common Stock held by a member of her household, 47,864 shares of Class A Common Stock owned by the Dolan Children Trust for her benefit and 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 625 shares of Class A Common Stock held of record personally by her spouse, 925 shares of Class A Common Stock held by a member of her household, and 47,864 shares of Class A Common Stock and 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

 

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Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,021,270 shares of Class A Common Stock, including (i) 102,289 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.6% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 20,618 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,000,652 shares of Class A Common Stock (including 27,057 shares of Class A Common Stock owned of record personally by her spouse, 6,750 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit and 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 27,057 shares of Class A Common Stock owned of record personally by her spouse, 6,750 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock and 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

David M. Dolan may be deemed to beneficially own an aggregate of 6,577,032 shares of Class A Common Stock, including (i) 388,002 shares of Class A Common Stock and (ii) 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 9.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 301,032 shares of Class A Common Stock (including 1,827 shares of Class A Common Stock owned of record by the David M. Dolan Revocable Trust and 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,276,000 shares of Class A Common Stock (including 7,095 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). He disclaims beneficial ownership of 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 7,095 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.

Mary S. Dolan may be deemed to beneficially own an aggregate of 7,250,398 shares of Class A Common Stock, including (i) 142,387 shares of Class A Common Stock and (ii) 7,108,011 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 10.6% of the shares of Class A

 

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Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote and to dispose of or direct the disposition of 6,839 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,243,559 shares of Class A Common Stock (including 7,809 shares of Class A Common Stock owned jointly with her spouse, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 6,839 shares of Class A Common Stock held as custodian for one or more minor children, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 918,981 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

The Charles F. Dolan Children Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 12 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 13 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 938,666 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 14 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 966,844 shares of Class A Common Stock, including (i) 39,886 shares of Class A

 

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Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 16 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 1,900,723 shares of Class A Common Stock, including (i) 87,750 shares of Class A Common Stock and (ii) 1,812,973 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 17 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 1,304,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,291,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 18 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 1,304,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,291,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 19 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 1,229,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,216,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 21 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Marianne E. Dolan Weber may be deemed to beneficially own an aggregate of 1,292,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,279,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 22 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,124,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,111,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust

 

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because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 23 of this Schedule 13D is hereby incorporated by reference.

The Ryan Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 24 of this Schedule 13D is hereby incorporated by reference.

The Tara Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 25 of this Schedule 13D is hereby incorporated by reference.

Paul J. Dolan may be deemed to beneficially own an aggregate of 2,963,667 shares of Class A Common Stock, including (i) 231,713 shares of Class A Common Stock, and (ii) 2,731,954 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.6% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 96,099 shares of Class A Common Stock (including 4,657 shares of Class A Common Stock held as custodian for one or more minor children and 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,867,568 shares of Class A Common Stock (including an aggregate of 135,614 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 2,731,954 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan). He disclaims beneficial ownership of 4,657 shares of Class A Common Stock held as custodian for one or more minor children, 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10, an aggregate of 135,614 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 2,731,954 shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.

Matthew J. Dolan may be deemed to beneficially own an aggregate of 1,909,497 shares of Class A Common Stock, including (i) 91,737 shares of Class A Common Stock and (ii) 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.0% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 2,387 shares of Class A Common Stock (including 1,225 shares of Class A Common Stock owned of record personally and 1,162 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,907,110 shares of Class A Common Stock (including 950 shares of Class A Common Stock owned jointly with his spouse, 650 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 87,750 shares of Class A Common stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan). He disclaims beneficial ownership of 1,162 shares of Class A Common Stock held as custodian for a minor child, 650 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock

 

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issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Neither the CFD 2009 Family Trust FBO Patrick F. Dolan nor the Charles F. Dolan Children Trust FBO Patrick F. Dolan beneficially owns any shares of Common Stock.

(c) The following transactions in the Issuers Securities have been effected by Group Members and Former Group Members within the 60 days prior to this filing:

On September 9, 2016, 4,546 restricted stock units held by James L. Dolan vested and were settled and converted into shares of Class A Common Stock. 1,639 shares valued at $17.59 per share of Class A Common Stock were withheld for the payment of taxes, resulting in a net issuance of 2,907 shares of Class A Common Stock.

On September 12, 2016, Patrick F. Dolan, the CFD 2009 Family Trust FBO Patrick F. Dolan and the Charles F. Dolan Children Trust FBO Patrick F. Dolan sold, and James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan purchased, the number of shares of the Issuers Class A Common Stock and Class B Common Stock indicated in the table below at a purchase price of $16.80 per share.

 

Seller		Shares												Buyer
		Class A Shares				Class B Shares				Total Shares
Patrick F. Dolan			1,472								1,472			James L. Dolan
CFD 2009 Family Trust FBO Patrick F. Dolan			13,295				1,209,206				1,222,501			James L. Dolan
CFD Children Trust FBO Patrick F. Dolan			47,864				886,015				933,879			Charles F. Dolan Children Trust FBO James L. Dolan
Subtotal			62,631				2,095,221				2,157,852

 

Item 6

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The disclosure in Item 6 of the Schedule is hereby amended to read in its entirety as follows:

THE CLASS B STOCKHOLDERS AGREEMENT

On January 13, 2010, the Group Members executed a Stockholders Agreement (the Class B Stockholders Agreement), as amended by the Amended and Restated Class B Stockholders Agreement, dated November 19, 2010, the Second Amended and Restated Class B Stockholders Agreement, dated November 15, 2013, and the Third A&R Class B Stockholders Agreement. The purpose of the Class B Stockholders Agreement is to consolidate control of the Issuer among the Group Members. As a result of this agreement and action taken by the Issuers board of directors, the Issuer qualifies as a controlled company under the rules of the New York Stock Exchange.

Voting. Under the Third A&R Class B Stockholders Agreement, the Group Members have agreed to vote as a group with respect to any matter on which any shares of Class B Common Stock are entitled to vote. Decisions on how the Group Members will vote with respect to their shares of Class B Common Stock will be made in accordance with the determination of the Dolan Family Committee. The Dolan Family Committee consists of Charles F. Dolan and his six children, James L. Dolan, Thomas C. Dolan, Patrick F. Dolan Kathleen M. Dolan, Deborah A. Dolan-Sweeney and Marianne Dolan Weber, or their designees (collectively, the Dolan Siblings). The Dolan Family Committee generally acts by vote of a majority of the Dolan Siblings, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change in control transaction must be approved by not less than all but one of the votes of the Dolan Siblings. As a result of the consummation of the transactions contemplated by the Purchase Agreement, Patrick F. Dolan ceased to be a voting member of the Dolan Family Committee, James L Dolan became entitled to one additional vote on that committee (for a total of two votes) and, as a result of this additional vote, James L. Dolan will have the ability to block Dolan Family Committee

 

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approval of any Issuer change in control transaction. The decisions of the Dolan Family Committee will be non-binding with respect to certain Class B Shareholders that are trusts (the Excluded Trusts). The Excluded Trusts will vote their shares of Class B Common Stock at the direction of Excluded Trusts holding a majority of the shares of Class B Common Stock held by all of the Excluded Trusts, except that supermajority approval will be required for a vote in favor of any transaction that would result in a change in control of the Issuer or a going-private transaction with respect to the Issuer.

Transfers. Without the approval of the Dolan Family Committee, acting by a two-thirds vote, a Class B Stockholder may not transfer shares of Class B Common Stock other than to Group Members and related persons (each such party, a Permitted Holder), unless such shares are first converted into shares of Class A Common Stock. The foregoing requirement and the other transfer restrictions in the Third A&R Class B Stockholders Agreement do not apply to Charles F. Dolan or Helen A. Dolan or any trust of which either of them is a trustee to the extent approved by Charles F. Dolan and at least two Dolan Siblings.

Change in Control. No Class B Stockholders will be permitted to sell their shares of Class B Common Stock if such sale would result in a change in control of the Issuer, unless such sale is approved by not less than all but one of the Dolan Siblings.

Market Sale. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders Agreement will have a right of first offer and a tag-along right with respect to any proposed sale of shares of Class B Common Stock (after conversion to shares of Class A Common Stock) in an open market sale.

Right of First Refusal. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders Agreement will have a right of first refusal with respect to any proposed sale of shares of Class B Common Stock, other than to a Permitted Holder, in a private transaction.

Tag-Along Rights. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders Agreement will have a tag-along right with respect to any proposed sale of shares of Class B Common Stock, other than to a Permitted Holder, if such sale would result in a change in control of the Issuer.

Drag-Along Rights. If, after complying with the other transfer provisions, one or more Class B Stockholders propose to sell all of their shares of Class B Common Stock, other than to a Permitted Holder, and such sale would result in a change in control of the Issuer, such Class B Stockholders will have the right to require the other Class B Stockholders to sell all of their shares of Class B Common Stock in the same transaction.

The Third A&R Class B Stockholders Agreement also contains certain agreements among the Group Members related to the pledge of shares of Class B Common Stock, the exercise of registration rights and other matters.

The foregoing summary of the Third A&R Class B Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Class B Stockholders Agreement, which is filed as Exhibit 7 to Amendment No. 10 to the Schedule and incorporated herein by reference.

REGISTRATION RIGHTS AGREEMENTS

All Group Members other than the Dolan Children Trusts have entered into a registration rights agreement with the Issuer (the Dolan Affiliates Agreement), and the Dolan Children Trusts have entered into a registration rights agreement with the Issuer, (the Dolan Children Trusts Agreement and, together with the Dolan Affiliates Agreement, the Registration Rights Agreements).

Under the Registration Rights Agreements, the Group Members are entitled, subject to certain conditions, to require the Issuer to register the sale of some or all of their shares of Class A

 

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Common Stock (including those issued upon conversion of shares of Class B Common Stock) on up to four occasions in the aggregate. The Group Members are also entitled to sell such shares as part of certain registered offerings by the Issuer, subject to certain conditions.

In the Dolan Children Trusts Agreement, each Dolan Children Trust has agreed that in the case of any sale or disposition of its shares of Class B Common Stock (other than to Charles F. Dolan or other Dolan family interests) by such Dolan Children Trust, or of any of the shares of Class B Common Stock owned by the Dolan Children Trusts by any other Dolan family interest to which such shares of Class B Common Stock are transferred, such shares will be converted into shares of Class A Common Stock. This conversion obligation does not apply to any other shares of Class B Common Stock, and the Dolan Affiliates Agreement does not include any conversion obligation.

The Dolan Family Foundation is a party to, and has registration rights under, the Dolan Affiliates Agreement.

The foregoing summary of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreements, which are filed as exhibits to the Schedule and incorporated herein by reference.

PURCHASE AGREEMENT

Pursuant to a Stock Purchase Agreement, dated as of September 12, 2016 (the Purchase Agreement), among Charles F. Dolan Children Trust FBO Patrick F. Dolan, CFD 2009 Family Trust FBO Patrick F. Dolan and Patrick F. Dolan, as Sellers (the Sellers), and Charles F. Dolan Children Trust FBO James L. Dolan, CFD 2009 Family Trust FBO James L. Dolan and James L. Dolan, as Buyers (the Buyers), the Sellers sold, and James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan purchased, an aggregate of 62,631 shares of Class A Common Stock and an aggregate of 2,095,221 shares of Class B Common Stock of the Issuer owned by the Sellers. The purchase price for the shares was equal to the average of the closing prices per share of Class A Common Stock on The New York Stock Exchange for each of the trading days during the month of August 2016.

See Item 5(c) for additional information regarding the sales and purchases of Common Stock under the Purchase Agreement.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 8 to this Amendment No. 11 and incorporated herein by reference.

 

Item 7

Material to be Filed as an Exhibit.

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

Exhibit B.11: Joint Filing Agreement, dated September 12, 2016.

Exhibit 8. Stock Purchase Agreement, dated as of September 12, 2016 (the Purchase Agreement), among Charles F. Dolan Children Trust FBO Patrick F. Dolan, CFD 2009 Family Trust FBO Patrick F. Dolan and Patrick F. Dolan, as Sellers, and Charles F. Dolan Children Trust FBO James L. Dolan, CFD 2009 Family Trust FBO James L. Dolan and James L. Dolan, as Buyers.

 

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Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: September 12, 2016

 

 

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*By:		/s/ Brian G. Sweeney
		Brian G. Sweeney
		as Attorney-in-Fact

 

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