Joshua W Sapan Form 4 AMC Networks / Joshua W Sapan ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Sapan Joshua W

(Last) (First) (Middle)

11 PENN PLAZA

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMC Networks Inc. [ AMCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
AMC Networks Inc. Class A Common Stock	03/09/2022		A		149,385	A	$0(1)	432,250	D
AMC Networks Inc. Class A Common Stock	03/09/2022		F(2)		79,502	D	$38.89	352,748	D
AMC Networks Inc. Class A Common Stock	03/09/2022		M		29,508	A	$0(3)	382,256	D
AMC Networks Inc. Class A Common Stock	03/09/2022		F(4)		15,704	D	$38.89	366,552	D
AMC Networks Inc. Class A Common Stock	03/09/2022		M		67,904	A	$0(5)	434,456	D
AMC Networks Inc. Class A Common Stock	03/09/2022		F(6)		36,138	D	$38.89	398,318	D
AMC Networks Inc. Class A Common Stock	03/09/2022		M		33,203	A	$0(7)	431,521	D
AMC Networks Inc. Class A Common Stock	03/09/2022		F(8)		17,670	D	$38.89	413,851	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)	03/09/2022		M			29,508	(3)	03/09/2022	AMC Networks Inc. Class A Common Stock	29,508	(3)	0	D
Restricted Stock Units	(5)	03/09/2022		M			67,904	(5)	03/09/2023	AMC Networks Inc. Class A Common Stock	67,904	(5)	67,904	D
Restricted Stock Units	(7)	03/09/2022		M			33,203	(7)	03/09/2024	AMC Networks Inc. Class A Common Stock	33,203	(7)	66,406	D

Explanation of Responses:

1. Each share of Class A common stock was issued on March 9, 2022 upon the vesting of performance restricted stock units ("PRSUs"). The PRSUs were initially granted on March 8, 2019 under the AMC Networks Inc. 2016 Employee Stock Plan, and the number of shares of Class A common stock issued on March 9, 2022 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 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 and one-third of the RSUs vested and were settled on March 9, 2021. The remaining one-third of the RSUs vested and were settled on March 9, 2022.

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 RSU was granted on March 8, 2020 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, 2021 and one-third of the RSUs vested and were settled on March 9, 2022. The remaining one-third of the RSUs will vest on March 9, 2023 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 RSU was granted on March 12, 2021 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, 2022. The remaining two-thirds of the RSUs vest as follows: one-third on March 9, 2023 and one-third on March 9, 2024 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.

	/s/ Anne G. Kelly, Attorney-in-fact for Joshua W. Sapan	03/11/2022
	** Signature of Reporting Person	Date
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