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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (Right to Buy) | $ 9.42 (6) | 07/15/2011 | J(7) | 41,666 (7) | 07/15/2011(7)(8) | 06/25/2013 | AMC Networks Inc. Class A Common Stock | 41,666 | $ 0 | 41,666 | D (3) (4) | ||||
Options (Right to Buy) | $ 8.11 (6) | 07/15/2011 | J(7) | 20,833 (7) | 07/15/2011(7)(8) | 06/25/2013 | AMC Networks Inc. Class A Common Stock | 20,833 | $ 0 | 20,833 | D (3) (4) | ||||
Options (Right to Buy) | $ 13.55 (6) | 07/15/2011 | J(7) | 30,000 (7) | 07/15/2011(7)(8) | 11/08/2015 | AMC Networks Inc. Class A Common Stock | 30,000 | $ 0 | 30,000 | D (3) (4) | ||||
Options (Right to Buy) | $ 13.55 (6) | 07/15/2011 | J(7) | 37,200 (7) | 07/15/2011(7)(8) | 10/01/2014 | AMC Networks Inc. Class A Common Stock | 37,200 | $ 0 | 37,200 | D (3) (4) | ||||
Options (Right to Buy) | $ 13.55 (6) | 07/15/2011 | J(7) | 18,600 (7) | 07/15/2011(7)(8) | 10/01/2014 | AMC Networks Inc. Class A Common Stock | 18,600 | $ 0 | 18,600 | D (3) (4) | ||||
Options (Right to Buy) | $ 13.55 (6) | 07/15/2011 | J(7) | 15,000 (7) | 07/15/2011(7)(8) | 11/08/2015 | AMC Networks Inc. Class A Common Stock | 15,000 | $ 0 | 15,000 | D (3) (4) | ||||
Options (Right to Buy) | $ 17.91 (6) | 07/15/2011 | J(7) | 66,000 (7) | 07/15/2011(7)(8) | 06/05/2016 | AMC Networks Inc. Class A Common Stock | 66,000 | $ 0 | 66,000 | D (3) (4) | ||||
Options (Right to Buy) | $ 8.95 (6) | 07/15/2011 | J(7) | 221,225 (7) | (7)(9) | 09/05/2014 | AMC Networks Inc. Class A Common Stock | 221,225 | $ 0 | 221,225 | D (3) (4) | ||||
AMC Networks Inc. Class B Common Stock | $ 0 (10) | (10) | (10) | AMC Networks Inc. Class A Common Stock | 225,298 | 225,298 (11) | D (3) (4) | ||||||||
AMC Networks Inc. Class B Common Stock | $ 0 (10) | (10) | (10) | AMC Networks Inc. Class A Common Stock | 450,000 | 450,000 (11) | I (12) (13) | By Spouse (12) | |||||||
AMC Networks Inc. Class B Common Stock | $ 0 (10) | (10) | (10) | AMC Networks Inc. Class A Common Stock | 626,577 | 626,577 (11) | I (3) | By CFD Rev. Trust (5) | |||||||
AMC Networks Inc. Class B Common Stock | $ 0 (10) | (10) | (10) | AMC Networks Inc. Class A Common Stock | 2,363,456 | 2,363,456 (11) | I (3) (14) | By 2011 Grat #1C (14) | |||||||
AMC Networks Inc. Class B Common Stock | $ 0 (10) | (10) | (10) | AMC Networks Inc. Class A Common Stock | 1,418,073 | 1,418,073 (11) | I (13) (15) | By HAD 2011 Grat #1C (15) | |||||||
AMC Networks Inc. Class B Common Stock | $ 0 (10) | (10) | (10) | AMC Networks Inc. Class A Common Stock | 81,926 | 81,926 (11) | I (13) (16) | By HAD Rev. Trust (16) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOLAN CHARLES F 11 PENN PLAZA NEW YORK, NY 10001 |
X | Executive Chairman | Member of 13(d) Group | |
DOLAN HELEN A 11 PENN PLAZA NEW YORK, NY 10001 |
Member of 13(d) Group |
/s/ Sean S. Sullivan, Attorney-in-fact for Charles F. Dolan | 07/19/2011 | |
**Signature of Reporting Person | Date | |
/s/ Brian Sweeney, Attorney-in-fact for Helen A. Dolan | 07/19/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision Systems Corporation ("Cablevision") and its subsidiaries and received in connection with the legal and structural separation of AMC Networks Inc. ("AMC") from Cablevision (the "Spin?off") in a transaction exempt under Rule 16a?9 and Rule 16a?13. |
(2) | Includes shares of restricted stock. |
(3) | Ms. Dolan disclaims beneficial ownership of all securities of AMC beneficially owned or deemed to be beneficially owned directly or indirectly by her spouse (other than securities in which she has a direct pecuniary interest) and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(4) | Securities held directly by Mr. Dolan |
(5) | Securities held by the Charles F. Dolan 2009 Revocable Trust. |
(6) | The exercise price was determined by allocating the exercise price for the option under the Cablevision equity plan between the existing Cablevision option and the AMC option based upon the average of the volume weighted average prices of the Cablevision NY Group Class A Common Stock and the AMC Class A Common Stock for each trading day in the ten trading-day period immediately following the Spin?off. The underlying share amount takes into account the distribution ratio of four Cablevision shares of common stock to one share of AMC common stock. |
(7) | Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Spin?off, and granted pursuant to the AMC 2011 Employee Stock Plan, in a transaction exempt under Rules 16a?9 or 16b?6 and 16b?3. |
(8) | The options are fully exercisable and vested as of the date of this filing. |
(9) | Two-thirds of the options are fully exercisable and vested as of the date of this filing. The remaining one-third will vest on March 5, 2012. |
(10) | Class B Common Stock of the Issuer is convertible at the option of the holder share for share into Class A Common Stock of the Issuer. |
(11) | Reflects transfer of shares of Class B Common Stock previously owned directly by Cablevision and its subsidiaries and received in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(12) | Securities held directly by Ms. Dolan. |
(13) | Mr. Dolan disclaims beneficial ownership of all securities of AMC beneficially owned or deemed to be beneficially owned directly or indirectly by his spouse (other than securities in which he has a direct pecuniary interest) and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(14) | Shares of Class B Common Stock held directly by the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1C. |
(15) | Shares of Class B Common Stock held directly by the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1C. |
(16) | Shares of Class B Common Stock held directly by the Helen A. Dolan 2009 Revocable Trust. |