James Lawrence Dolan Form 4 MSG NETWORKS / JAMES LAWRENCE DOLAN 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^*

DOLAN JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENN PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MSG NETWORKS INC. [ MSGN ]

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

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
Executive Chairman / Member of 13D Group

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2015

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
Class A Common Stock	12/29/2015		M		18,489	A	(1)	22,813	I(2)	By spouse
Class A Common Stock								298,666(3)	D
Class A Common Stock								1,475	I(4)	By minor children
Class A Common Stock								3,157	I(5)	By members of the household
Class A Common Stock								388	I(2)	By spouse's 401(k)

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	(1)	12/29/2015		M			18,489	12/29/2015(6)	12/29/2015(6)	Class A Common Stock	18,489	$0.00	0	I(2)	By spouse

Explanation of Responses:

1. Each restricted stock unit was granted to Kristin A. Dolan, James L. Dolan's spouse, under the MSG Networks Inc. ("MSGN") 2010 Stock Plan for Non-Employee Directors, as amended, and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The restricted stock units have been settled in shares.

2. Securities held directly (or through 401(k) plan) by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct precuniary interest) and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

3. Includes shares held jointly with spouse.

4. Mr. Dolan disclaims beneficial ownership of all securities of MSGN beneficially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

5. Mr. Dolan disclaims beneficial ownership of all securities of MSGN beneficially owned and deemed to be beneficially owned by members of his household and this filing shall not be deemed an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

6. The restricted stock units were fully vested on the date of the grant and are settled in cash or in stock on the first business day 90 days after service on the Board of Directors ceases.

Remarks:

Kristin A. Dolan ceased to be a reporting person on September 30, 2015, when she ceased to be a director of the Issuer.

	/s/ James L. Dolan	12/29/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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