the Issuer in its Offer to Purchase, dated September 16, 2020, filed with the SEC on September 16, 2020, less (ii) 10,802,550 shares of Class A Common Stock accepted for purchase by the Issuer in connection with its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, on October 14, 2020.
Charles F. Dolan may be deemed to beneficially own an aggregate of 5,738,165 shares of Class A Common Stock, including (i) 520,948 shares of Class A Common Stock and (ii) 5,217,217 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 16.4% 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 15,690 shares of Class A Common Stock (which are owned of record by him personally) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,722,475 shares of Class A Common Stock (including 120,850 shares of Class A Common Stock owned of record by the CFD 2009 Trust, 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 5,217,217 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 637,557 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 126,250 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust). He disclaims beneficial ownership of 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation, and 4,579,660 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 126,250 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust, 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 5,738,165 shares of Class A Common Stock, including (i) 520,948 shares of Class A Common Stock and (ii) 5,217,217 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 16.4% of the shares of Class A Common Stock currently outstanding. She 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 5,738,165 shares of Class A Common Stock (including 15,690 shares of Class A Common Stock owned of record by Charles F. Dolan personally; 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation; 120,850 shares of Class A Common Stock owned of record by the CFD 2009 Trust; and 5,217,217 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 637,557 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 126,250 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust). She disclaims beneficial ownership of 15,690 shares of Class A Common Stock owned of record by Charles F. Dolan personally, 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 120,850 of Class A Common Stock owned of record by the CFD 2009 Trust, and 5,090,967 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 637,557 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
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