Item 5 | Interest in Securities of the Issuer |
The disclosure in Item 5(a) and (b) is hereby amended and restated to read in its entirety as follows:
(a) and (b) the Group Members may be deemed to beneficially own an aggregate of 5,213,792 shares of Class A Common Stock as a result of their beneficial ownership of (i) 684,275 shares of Class A Common Stock, and (ii) 4,529,517 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 21.8% of the total shares of the Issuer’s common stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 4,529,517 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders Agreement. Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 39,671 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
The percentages used herein are calculated based on the shares of Class A Common Stock issued and outstanding on July 31, 2019, as reported in the Issuer’s annual report on Form10-K for the fiscal year ended June 30, 2019 filed by the Issuer with the Securities and Exchange Commission..
Charles F. Dolan may be deemed to beneficially own an aggregate of 2,868,334 shares of Class A Common Stock, including (i) 185,864 shares of Class A Common Stock and (ii) 2,682,470 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 13.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 112,693 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2018 GRAT #1M, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,755,641 shares of Class A Common Stock (including 33,572 shares of Class A Common Stock owned of record by the CFD 2009 Trust, 130,137 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 22,155 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 2,569,777 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 112,692 shares of Class B Common Stock owned of record by the HAD 2018 GRAT #1M and 2,457,085 shares of Class B Common Stock owned of record by the 2009 Family Trusts). He disclaims beneficial ownership of 33,572 shares of Class A Common Stock owned of record by the CFD 2009 Trust, 130,137 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 22,155 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 2,569,777 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 112,692 shares of Class B Common Stock owned of record by the HAD 2018 GRAT #1M and 2,457,085 shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Helen A. Dolan may be deemed to beneficially own an aggregate of 2,868,334 shares of Class A Common Stock, including (i) 185,864 shares of Class A Common Stock and (ii) 2,682,470 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 13.1% of the shares of Class A Common Stock currently outstanding. She may be deemed to have(a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 112,692 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the HAD 2018 GRAT #1M, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,755,642 shares of Class A Common Stock (including 130,137 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 22,155 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 33,572 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 2,569,778 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 112,693 shares of Class B Common Stock owned of record by the CFD 2018 GRAT #1M and 2,457,085 shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 130,137 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 22,155
Page 28 of 46