Statement of Changes in Beneficial Ownership (4)
June 21 2016 - 4:53PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Sweeney Brian
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2. Issuer Name
and
Ticker or Trading Symbol
CABLEVISION SYSTEMS CORP /NY
[
CVC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CFO
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(Last)
(First)
(Middle)
1111 STEWART AVENUE,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/21/2016
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(Street)
BETHPAGE, NY 11714
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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293762
(2)
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D
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$34.90
(3)
(4)
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0
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D
(5)
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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52106
(6)
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D
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$34.90
(3)
(7)
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0
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I
(8)
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By spouse
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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32050
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D
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$34.90
(3)
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0
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I
(9)
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By trusts
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options (Rights to Buy)
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$13.93
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6/21/2016
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D
(1)
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95800
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3/6/2013
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3/6/2022
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Cablevision NY Group Class A Common Stock
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95800
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(10)
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0
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D
(5)
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Explanation of Responses:
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(
1)
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Disposition pursuant to the terms of the Agreement and Plan of Merger, dated as of September 16, 2015 (the "Merger Agreement"), by and among Cablevision Systems Corporation, Altice N.V. and Neptune Merger Sub Corp, exempt under Rule 16b-3.
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(
2)
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Includes restricted shares.
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(
3)
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At the Effective Time (as defined in the Merger Agreement), each outstanding share of the issuer's Class A Common Stock beneficially owned by the reporting persons immediately prior to the Effective Time was cancelled and converted into the right to receive $34.90 in cash (the "per share merger consideration"), without interest.
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(
4)
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Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted share held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the per share merger consideration of $34.90, exempt under Rule 16b-3.
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(
5)
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Securities owned directly by Mr. Brian G. Sweeney and indirectly by his spouse, Deborah A. Dolan-Sweeney. Ms. Dolan-Sweeney disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
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(
6)
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Includes restricted stock units.
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(
7)
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Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the per share merger consideration of $34.90, exempt under Rule 16b-3.
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(
8)
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Securities owned directly by Ms. Deborah A. Dolan-Sweeney and indirectly by her spouse, Mr. Brian G. Sweeney. Mr. Sweeney disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
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(
9)
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Securities held by trusts for which Mr. Brian G. Sweeney serves as co-trustee. Both he and Ms. Deborah A. Dolan-Sweeney disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that they were, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.
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(
10)
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Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $34.90 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes, exempt under Rule 16b-3.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sweeney Brian
1111 STEWART AVENUE
BETHPAGE, NY 11714
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X
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President and CFO
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DOLAN-SWEENEY DEBORAH A
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY, NY 11797
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X
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Member of 13D Group
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Signatures
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/s/ Brian G. Sweeney
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6/21/2016
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**
Signature of Reporting Person
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Date
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/s/ Brian G. Sweeney, Attorney-in-Fact for Deborah A. Dolan-Sweeney
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6/21/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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