Statement of Changes in Beneficial Ownership (4)
March 11 2020 - 4:23PM
Edgar (US Regulatory)
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 OF SECURITIES
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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
*
Sapan Joshua W |
2. Issuer Name and Ticker or Trading Symbol
AMC Networks Inc.
[
AMCX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
11 PENN PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2020 |
(Street)
NEW YORK, NY 10001
(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)
_X
_ Form filed by One Reporting Person
___ 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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AMC Networks Inc. Class A Common Stock | 3/9/2020 | | A | | 125863 | A | $0 (1) | 478355 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | F(2) | | 65977 | D | $26.01 | 412378 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | M | | 32112 | A | $0 (3) | 444490 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | F(4) | | 16833 | D | $26.01 | 427657 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | M | | 35726 | A | $0 (5) | 463383 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | F(6) | | 18727 | D | $26.01 | 444656 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | M | | 29508 | A | $0 (7) | 474164 | D | |
AMC Networks Inc. Class A Common Stock | 3/9/2020 | | F(8) | | 15468 | D | $26.01 | 458696 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | (3) | 3/9/2020 | | M | | | 32112 | (3) | 3/9/2020 | AMC Networks Inc. Class A Common Stock | 32112 | (3) | 0 | D | |
Restricted Stock Units | (5) | 3/9/2020 | | M | | | 35726 | (5) | 3/9/2021 | AMC Networks Inc. Class A Common Stock | 35726 | (5) | 35726 | D | |
Restricted Stock Units | (7) | 3/9/2020 | | M | | | 29508 | (7) | 3/9/2022 | AMC Networks Inc. Class A Common Stock | 29508 | (7) | 59016 | D | |
Explanation of Responses: |
(1) | Each share of Class A common stock was issued on March 9, 2020 upon the vesting of performance restricted stock units ("PRSUs"). The PRSUs were initially granted on March 9, 2017 under the AMC Networks Inc. 2016 Employee Stock Plan, and the number of shares of Class A common stock issued on March 9, 2020 was determined based on the achievement of performance criteria established at the time of grant. |
(2) | Represents PRSUs of AMC Networks Inc. withheld to satisfy tax withholding obligations in connection with the vesting of PRSUs described in footnote 1 above, exempt under Rule 16b-3. |
(3) | Each restricted stock unit ("RSU") was granted on March 9, 2017 under the AMC Networks Inc. 2016 Employee Stock Plan and 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 March 9, 2019 and one-third of the RSUs vested and were settled on March 9, 2018. The remaining one-third of the "RSUs" vested and were settled on March 9, 2020. |
(4) | Represents RSUs of AMC Networks Inc. withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 3 above, exempt under Rule 16b-3. |
(5) | Each restricted stock unit ("RSU") was granted on March 9, 2018 under the AMC Networks Inc. 2016 Employee Stock Plan and 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 March 9, 2020 and and one-third of the RSUs vested and were settled on March 9, 2019. The remaining one-third of the RSUs will vest on March 9, 2021 subject to the achievement of certain performance measures. |
(6) | Represents RSUs of AMC Networks Inc. withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 5 above, exempt under Rule 16b-3. |
(7) | Each restricted stock unit ("RSU") was granted on March 8, 2019 under the AMC Networks Inc. 2016 Employee Stock Plan and 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 March 9, 2020. The remaining two-thirds of the RSUs vest as follows: one-third on March 9, 2021 and one-third on March 9, 2022 subject to the achievement of certain performance measures. |
(8) | Represents RSUs of AMC Networks Inc. withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 7 above, exempt under Rule 16b-3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sapan Joshua W 11 PENN PLAZA NEW YORK, NY 10001 |
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| President and CEO |
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Signatures
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/s/ Anne G. Kelly, Attorney-in-fact for Joshua W. Sapan | | 3/11/2020 |
**Signature of Reporting Person | Date |
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