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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 | ||||||||
Restricted Stock Units | (3) | 03/04/2019 | M | 1,929 | (8) | 03/04/2019 | Class A Common Stock | 1,929 | (3) | 0 | D (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOLAN CHARLES F C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
X | X | Executive Chairman | Member of 13D Group |
DOLAN HELEN A C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
X | Member of 13D Group |
/s/ Dennis H. Javer, Attorney-in-Fact for Charles F. Dolan | 03/06/2019 | |
**Signature of Reporting Person | Date | |
/s/ Dennis H. Javer, Attorney-in-Fact for Helen A. Dolan | 03/06/2019 | |
**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) | Each share of Class A Common Stock was issued on March 4, 2019 upon the vesting of performance restricted stock units ("PRSUs"). The PRSUs were initially granted on March 4, 2016 under the AMC Networks Inc. 2011 Amended and Restated Employee Stock Plan, and the number of shares of Class A Common Stock issued on March 4, 2019 was determined based on the achievement of performance criteria established at the time of grant. |
(2) | Securities withheld to pay withholding taxes on vested PRSUs exempt under Rule 16b-3. |
(3) | Each restricted stock unit ("RSU") was granted under the AMC Networks Inc. 2011 Amended and Restated Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof, at the election of the issuer. |
(4) | Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan. |
(5) | Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(6) | Securities withheld to pay withholding taxes on vested RSUs exempt under Rule 16b-3. |
(7) | Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. |
(8) | Two-thirds of the RSUs vested and were settled on March 6, 2017 and March 5, 2018. The remaining one-third of the RSUs vested were settled on March 4, 2019. |