Sec Form 4 Filing - DARINO-GORSKI DAWN @ MSG NETWORKS INC. - 2021-07-09

Insider filing report for Changes in Beneficial Ownership
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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
DARINO-GORSKI DAWN
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)
SVP, Controller & PAO
(Last) (First) (Middle)
11 PENNSYLVANIA PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2021
(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 07/09/2021 D 24,886 ( 1 ) D 0 D
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 ( 2 ) 07/09/2021 D 19,981 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 19,981 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 07/09/2021 D 8,136 ( 3 ) ( 5 ) ( 5 ) Class A Common Stock 8,136 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 07/09/2021 D 2,880 ( 3 ) ( 6 ) ( 6 ) Class A Common Stock 2,880 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DARINO-GORSKI DAWN
11 PENNSYLVANIA PLAZA
NEW YORK, NY10001
SVP, Controller & PAO
Signatures
/s/ Mark C. Cresitello, Attorney-in-Fact for Dawn Darino-Gorski 07/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A Common Stock of MSG Networks Inc. ("MSGN") disposed of as a result of the conversion of MSGN Class A Common Stock to Class A Common Stock of Madison Square Garden Entertainment Corp. ("MSGE") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), a transaction exempt under Rule 16b-3, calculated based on (x) the number of shares of MSGN Class A Common Stock multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28.
( 2 )Each MSGN restricted stock unit represented a right to receive one share of MSGN Class A Common Stock or the cash equivalent thereof.
( 3 )Represents MSGN restricted stock units ("MSGN RSUs") disposed of as a result of the conversion of MSGN RSUs to MSGE restricted stock units pursuant to the closing of the Merger, a transaction exempt under Rule 16b-3, calculated based on (x) the number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172.
( 4 )The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023.
( 5 )The MSGN RSUs were scheduled to vest and settle in equal installments on September 15, 2021 and September 15, 2022.
( 6 )The MSGN RSUs were scheduled to vest and settle on September 15, 2021.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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