Sec Form 4 Filing - RICHTER BRET @ MSG NETWORKS INC. - 2019-08-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person RICHTER BRET 2. Issuer Name and Ticker or Trading Symbol MSG NETWORKS INC. [ MSGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO & Treasurer (Last) (First) (Middle) 11 PENNSYLVANIA PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2019 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/29/2019 A 21,134 A $ 0 ( 1 ) 81,127 D Class A Common Stock 08/29/2019 F( 2 ) 8,077 D $ 14.32 73,050 D Class A Common Stock 09/01/2019 M 6,857 A $ 0 ( 3 ) 79,907 D Class A Common Stock 09/01/2019 F( 4 ) 2,620 D $ 16.4 77,287 D Class A Common Stock 100 I ( 5 ) By minor child

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 6 ) 08/29/2019 A 35,715 ( 7 ) 09/15/2022 Class A Common Stock 35,715 $ 0 35,715 D Restricted Stock Units ( 3 ) 09/01/2019 M 6,857 ( 3 ) 09/01/2019 Class A Common Stock 6,857 $ 0 6,857 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RICHTER BRET 11 PENNSYLVANIA PLAZA NEW YORK, NY10001 EVP, CFO & Treasurer Signatures /s/ Mark C. Cresitello, Attoeny-in-Fact for Bret Richter 09/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance restricted stock unit ("PSU") was granted on September 15, 2016 under the MSG Networks Inc. ("Networks") 2010 Employee Stock Plan (the "2010 Employee Stock Plan"), as amended. The PSUs vested on August 29, 2019 upon the achievement of performance criteria established at the time of grant. ( 2 )Represents PSUs of Networks withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1 above, exempt under Rule 16b-3. ( 3 )Each restricted stock unit ("RSU") was granted on September 1, 2017 under the 2010 Employee Stock Plan, as amended, as represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 1, 2018. One-third of the RSUs vested and were settled on September 1, 2019. The remaining one-third of the RSUs will vest on September 1, 2020. ( 4 )Represents RSUs of Networks withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 3 above, exempt under Rule 16b-3. ( 5 )Reporting Person disclaim beneficial ownership of all securities of Networks beneficially owned and deemed to be beneficially owned by hisminor child and this filing shall not be deemed an admission that Reporting Person is, for the purposes of Section 16 or for any other purpose,the beneficial owner of such securities ( 6 )Each RSU is granted under the 2010 Employee Stock Plan, as amended, and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. ( 7 )The RSUs vest and are settled in three equal installments on September 15, 2020, September 15, 2021 and September 15, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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