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Form 4 MSG NETWORKS INC. For: Sep 15 Filed by: DOLAN JAMES LAWRENCE

September 19, 2016 4:49 PM EDT
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)
11 PENNSYLVANIA PLAZA
(Street)
NEW YORK NY 10001
(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)
09/15/2016
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 09/16/2016   M   15,280 A $ 0 (1) 331,620 (2) D  
Class A Common Stock 09/16/2016   F (3)   7,498 D $ 18.13 324,122 (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
Options (Right to Buy) $ 17.81 (7) 09/15/2016   A   534,521 (7)   09/15/2017 (8) 03/15/2024 Class A Common Stock 534,521 $ 0 534,521 D  
Restricted Stock Units (9) (9) 09/16/2016 (1)   M     15,280 09/17/2016 09/17/2016 Class A Common Stock 15,280 $ 0 0 D  
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on September 17, 2013 under the MSG Networks Inc. ("MSGN") 2010 Employee Stock Plan, as amended. The RSU vested on September 16, 2016.
2. Includes shares held jointly with spouse.
3. Represents RSUs of MSGN withheld to satisfy tax withholding obligations in connection with the vesting 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 MSGN 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 MSGN 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. Grant of options under the MSGN 2010 Employee Stock Plan, as amended, exempt under Rule 16b-3.
8. The options are scheduled to vest in three equal installments on September 15, 2017, September 15, 2018 and September 15, 2019.
9. Each restricted stock unit is granted under the 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.
/s/ James L. Dolan 09/19/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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