Statement of Changes in Beneficial Ownership (4)
March 11 2020 - 4:33PM
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
*
DOLAN CHARLES F |
2. Issuer Name and Ticker or Trading Symbol
AMC Networks Inc.
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AMCX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Executive Chairman
/
Member of 13D Group |
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(Last)
(First)
(Middle)
C/O DOLAN FAMILY OFFICE, 340 CROSSWAYS PARK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2020 |
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(Street)
WOODBURY, NY 11797
(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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| Class A Common Stock | 3/9/2020 | | A | | 13486 | A | $0.00 (1) | 13486 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | F(4) | | 4685 | D | $26.01 | 8801 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | M | | 3441 | A | $0.00 (5) | 12242 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | F(6) | | 1168 | D | $26.01 | 11074 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | M | | 3828 | A | $0.00 (5) | 14902 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | F(6) | | 1300 | D | $26.01 | 13602 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | M | | 3161 | A | $0.00 (5) | 16763 | D (2)(3) | |
| Class A Common Stock | 3/9/2020 | | F(6) | | 1073 | D | $26.01 | 15690 | D (2)(3) | |
| Class A Common Stock | | | | | | | | 120850 | I (3)(7) | By CFD Revocable Trust |
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 | (5) | 3/9/2020 | | M | | | 3441 | (8) | 3/9/2020 | Class A Common Stock | 3441 | (5) | 0 | D (2)(3) | |
| Restricted Stock Units | (5) | 3/9/2020 | | M | | | 3828 | (9) | 3/9/2021 | Class A Common Stock | 3828 | (5) | 3828 | D (2)(3) | |
| Restricted Stock Units | (5) | 3/9/2020 | | M | | | 3161 | (10) | 3/9/2022 | Class A Common Stock | 3161 | (5) | 6324 | D (2)(3) | |
| 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) | Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan. |
| (3) | 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. |
| (4) | Securities withheld to pay withholding taxes on vested PRSUs exempt under Rule 16b-3. |
| (5) | Each restricted stock unit ("RSU") is granted 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. |
| (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 9, 2018 and March 9, 2019. The remaining one-third of the RSUs vested and were settled on March 9, 2020. |
| (9) | Two-thirds of the RSUs vested and were settled on March 9, 2019 and March 9, 2020. The remaining one-third of the RSUs vests on March 9, 2021 subject to the achievement of certain performance measures. |
| (10) | One-third of the RSUs vested and were settled on March 9, 2020. The remaining two-thirds of the RSUs vest on March 9, 2021 and March 9, 2022 subject to the achievement of certain performance measures. |
Reporting Owners
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| 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 |
Signatures
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| /s/ Dennis H. Javer, Attorney-in-Fact for Charles F. Dolan | | 3/11/2020 |
| **Signature of Reporting Person | Date |
| /s/ Dennis H. Javer, Attorney-in-Fact for Helen A. Dolan | | 3/11/2020 |
| **Signature of Reporting Person | Date |
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