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)
09/09/2016

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	09/09/2016		M		4,546	A	$0.00(1)	303,212(2)	D
Class A Common Stock	09/09/2016		F(3)		1,639	D	$17.59	301,573(2)	D
Class A Common Stock	09/12/2016		P		14,767	A	$16.8	316,340(2)	D
Class A Common Stock								22,813	I(4)	By Spouse
Class A Common Stock								388	I(4)	401(k)
Class A Common Stock								3,157	I(5)	By Members of Household
Class A Common Stock								1,475	I(6)	By Minor Children

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)	09/09/2016(1)		M			4,546	(1)	09/11/2018	Class A Common Stock	4,546	$0.00	9,094	D
Class B Common Stock	(7)	09/12/2016		P		1,209,206		(7)	(7)	Class A Common Stock	1,209,206	$16.8	1,224,362	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on September 11, 2015 under the MSG Networks Inc. ("MSGN") 2010 Employee Stock Plan, as amended, 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 September 9, 2016. The remaining two-thirds of the RSUs vest on September 11, 2017 and September 11, 2018.

2. Includes shares held jointly with spouse.

3. Represents RSUs of MSGN withheld to satisfy tax withholding obligations in connection with the settlement of RSUs described in footnote 1 above, exempt under Rule 16b-3.

4. 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 pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

5. Reporting Person disclaims beneficial ownership of the securities of MSG Networks Inc. beneficially owned and deemed to be beneficially owned by members of his household and this filing shall not be deemed an admission that the Reporting Person is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

6. Reporting Person disclaim beneficial ownership of all securities of MSG Networks Inc. beneficially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed an admission that Reporting Person is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

7. MSG Networks Inc. Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into MSG Networks Inc. Class A Common Stock (the "Class A Common Stock").

Remarks:

	/s/ James L. Dolan	09/13/2016
	** Signature of Reporting Person	Date
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