UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
AMC Networks Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
00164V 103
(CUSIP Number)
Richard D. Bohm
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212-909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 13, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1A and the Charles F. Dolan 2009 Revocable Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
827,151 |
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8. | Shared Voting Power
5,211,057 |
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9. | Sole Dispositive Power
827,151 |
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10. | Shared Dispositive Power
5,211,057 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,038,208 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
9.2% |
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14. | Type of Reporting Person
IN |
* | Excludes 6,233,131 shares of AMC Networks Inc. Class A Common Stock, par value $0.01 per share (Class A Common Stock), issuable upon conversion of an equal number of shares of AMC Networks Inc. Class B Common Stock, par value $0.01 per share (Class B Common Stock), held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 2 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1A and the Helen A. Dolan 2009 Revocable Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
479,164 |
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8. | Shared Voting Power
5,559,044 |
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9. | Sole Dispositive Power
479,164 |
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10. | Shared Dispositive Power
5,559,044 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,038,208 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
9.2% |
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14. | Type of Reporting Person
IN |
* | Excludes 6,233,131 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 3 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
James L. Dolan |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
368,754 |
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8. | Shared Voting Power
977,139 |
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9. | Sole Dispositive Power
368,754 |
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10. | Shared Dispositive Power
977,139 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,345,893 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
2.2% |
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14. | Type of Reporting Person
IN |
* | Excludes 10,694,921 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 4 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Thomas C. Dolan |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
49,542 |
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8. | Shared Voting Power
966,844 |
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9. | Sole Dispositive Power
49,542 |
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10. | Shared Dispositive Power
966,844 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,016,386 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
1.7% |
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14. | Type of Reporting Person
IN |
* | Excludes 10,828,379 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 5 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Patrick F. Dolan |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
37,562 |
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8. | Shared Voting Power
1,040,761 |
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9. | Sole Dispositive Power
37,562 |
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10. | Shared Dispositive Power
1,040,761 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,078,323 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
1.8% |
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14. | Type of Reporting Person
IN |
* | Excludes 10,771,917 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 6 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Kathleen M. Dolan, individually and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and as a Trustee of each of the Charles F. Dolan Children Trusts |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
39,313 |
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8. | Shared Voting Power
5,839,883 |
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9. | Sole Dispositive Power
39,313 |
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10. | Shared Dispositive Power
5,839,883 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,879,196 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
8.9% |
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14. | Type of Reporting Person
IN |
* | Excludes 434,274 Shares of Class A Common Stock beneficially owned by Dolan Childrens Foundation as to which the Reporting Person serves as a director and 6,180,960 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 7 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Marianne E. Dolan Weber |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
11,509 |
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8. | Shared Voting Power
1,038,626 |
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9. | Sole Dispositive Power
11,509 |
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10. | Shared Dispositive Power
1,038,626 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,135 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
1.7% |
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14. | Type of Reporting Person
IN |
* | Excludes 434,274 Shares of Class A Common Stock beneficially owned by Dolan Childrens Foundation as to which the Reporting Person serves as a director and 10,785,287 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 8 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Deborah A. Dolan-Sweeney, individually and as Trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
207,635 |
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8. | Shared Voting Power
1,204,739 |
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9. | Sole Dispositive Power
207,635 |
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10. | Shared Dispositive Power
1,204,739 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,412,374 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
2.3% |
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14. | Type of Reporting Person
IN |
* | Excludes 434,274 Shares of Class A Common Stock beneficially owned by Dolan Childrens Foundation as to which the Reporting Person serves as a director and 10,460,147 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 9 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Lawrence J. Dolan, as a Trustee of each of the Charles F. Dolan 2009 Family Trusts, each of the CFD 2010 Grandchildren Trusts and the Charles F. Dolan 2012 Descendants Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
|
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 |
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8. | Shared Voting Power
4,436,856 |
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9. | Sole Dispositive Power
0 |
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10. | Shared Dispositive Power
4,436,856 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,436,856 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
6.9% |
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14. | Type of Reporting Person
IN |
* | Excludes 7,349,852 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Lawrence J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 10 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
David M. Dolan, as a Trustee of each of the Charles F. Dolan 2009 Family Trusts, each of the CFD 2010 Grandchildren Trusts and the Charles F. Dolan 2012 Descendants Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
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3. | SEC Use Only
|
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
302,176 |
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8. | Shared Voting Power
4,442,868 |
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9. | Sole Dispositive Power
302,176 |
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10. | Shared Dispositive Power
4,442,868 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,745,044 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
7.4% |
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14. | Type of Reporting Person
IN |
* | Excludes 7,349,852 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which David M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 11 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Paul J. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO James L. Dolan and the Kathleen M. Dolan 2012 Descendants Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
|
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
96,550 |
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8. | Shared Voting Power
2,039,556 |
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9. | Sole Dispositive Power
96,550 |
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10. | Shared Dispositive Power
2,039,556 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,136,106 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
3.5% |
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14. | Type of Reporting Person
IN |
* | Excludes 9,838,509 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Paul J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 12 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Matthew J. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
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3. | SEC Use Only
|
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
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6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
3,137 |
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8. | Shared Voting Power
1,905,510 |
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9. | Sole Dispositive Power
3,137 |
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10. | Shared Dispositive Power
1,905,510 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,647 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
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13. | Percent of Class Represented by Amount in Row (11)
3.1% |
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14. | Type of Reporting Person
IN |
* | Excludes 9,966,648 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Matthew J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 13 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and the Kathleen M. Dolan 2012 Descendants Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
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3. | SEC Use Only
|
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
6,810 |
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8. | Shared Voting Power
2,008,943 |
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9. | Sole Dispositive Power
6,810 |
|||||||
10. | Shared Dispositive Power
2,008,943 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,015,753 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
3.3% |
|||||||
14. | Type of Reporting Person
IN |
* | Excludes 9,879,452 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 14 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Brian G. Sweeney, as Trustee of the Deborah A. Dolan-Sweeney 2012 Descendants Trust |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
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3. | SEC Use Only
|
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4. | Source of Funds
00 See Item 3 of Statement |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
237,894 |
||||||
8. | Shared Voting Power
1,174,480 |
|||||||
9. | Sole Dispositive Power
237,894 |
|||||||
10. | Shared Dispositive Power
1,174,480 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,412,374 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
2.3% |
|||||||
14. | Type of Reporting Person
IN |
* | Excludes 10,460,147 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Brian G. Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 15 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO James L. Dolan |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
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3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,844 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
966,844 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
966,844 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,857,450 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 16 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Thomas C. Dolan |
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2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
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3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,844 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
966,844 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
966,844 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,857,450 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 17 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Patrick F. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
933,879 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
933,879 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
933,879 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.5% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,898,393 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 18 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Kathleen M. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,845 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
966,845 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
966,845 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,865,427 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 19 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Marianne Dolan Weber |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
938,666 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
938,666 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
938,666 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.5% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,893,606 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 20 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,845 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
966,845 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
966,845 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,865,427 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 21 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2009 Family Trust FBO James L. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
828,245 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
828,245 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
828,245 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.4% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,956,163 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 22 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2009 Family Trust FBO Thomas C. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
862,306 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
862,306 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
862,306 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.4% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 10,922,102 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 23 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2009 Family Trust FBO Patrick F. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
302,971 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
302,971 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
302,971 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.5% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,481,437 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 24 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2009 Family Trust FBO Kathleen M. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
312,043 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
312,043 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
312,043 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.5% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,472,365 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 25 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2009 Family Trust FBO Marianne E. Dolan Weber |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
375,043 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
375,043 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
375,043 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,409,365 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 26 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
109,358 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
109,358 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
109,358 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.2% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,675,050 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 27 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Ryan Dolan 1989 Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
15,156 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
15,156 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
15,156 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,769,252 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Ryan Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 28 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Tara Dolan 1989 Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
15,156 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
15,156 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
15,156 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,769,252 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Tara Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 29 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan 2011 Grantor Retained Annuity Trust #1A |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
637,557 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
637,557 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
637,557 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
1.1% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,146,851 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1A disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 30 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Helen A. Dolan 2011 Grantor Retained Annuity Trust #1A |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
393,841 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
393,841 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
393,841 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.7% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,390,567 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1A disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 31 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
34,060 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
34,060 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
34,060 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.1% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,750,348 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 32 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
375,302 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
375,302 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
375,302 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,409,106 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 33 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
375,302 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
375,302 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
375,302 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,409,106 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 34 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
375,302 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
375,302 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
375,302 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,409,106 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 35 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
375,302 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
375,302 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
375,302 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.6% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,409,106 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 36 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Charles F. Dolan 2012 Descendants Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
109,322 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
109,322 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
109,322 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.2% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,675,086 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2012 Descendants Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 37 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Kathleen M. Dolan 2012 Descendants Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
99,960 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
99,960 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
99,960 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.2% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,684,448 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Kathleen M. Dolan 2012 Descendants Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 38 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Deborah A. Dolan-Sweeney 2012 Descendants Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
197,645 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
197,645 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
197,645 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.3% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,586,763 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Deborah A. Dolan-Sweeney 2012 Descendants Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 39 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Marianne E. Dolan Weber 2012 Descendants Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
99,960 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
99,960 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
99,960 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.2% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,684,448 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Marianne E. Dolan Weber 2012 Descendants Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 40 of 88
CUSIP NO. 00164V 103 |
1. | Name of Reporting Person
Patrick F. Dolan 2012 Descendants Trust |
|||||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
|
|||||||
3. | SEC Use Only
|
|||||||
4. | Source of Funds
00 See Item 3 of Statement |
|||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
|||||||
6. | Citizenship or Place of Organization
U.S.A. |
|||||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
102,032 |
||||||
8. | Shared Voting Power
0 |
|||||||
9. | Sole Dispositive Power
102,032 |
|||||||
10. | Shared Dispositive Power
0 |
|||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
102,032 |
|||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
|
|||||||
13. | Percent of Class Represented by Amount in Row (11)
0.2% |
|||||||
14. | Type of Reporting Person
OO |
* | Excludes 11,682,376 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Patrick F. Dolan 2012 Descendants Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 41 of 88
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment to Schedule 13D is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the Group Members) who may be deemed to beneficially own all of the shares of Class B Common Stock of AMC Networks Inc. (the Issuer), par value $.01 per share (the Class B Common Stock), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $.01 per share (the Class A Common Stock, and together with the Class B Common Stock, the Common Stock), and a certain number of shares of Class A Common Stock, in each case as described herein, and (ii) the Charles F. Dolan 2012 Descendants Trust, the Kathleen M. Dolan 2012 Descendants Trust, the Deborah A. Dolan-Sweeney 2012 Descendants Trust, the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust (collectively, the 2012 Descendants Trusts and individually, a 2012 Descendants Trust), to reflect the addition of the 2012 Descendants Trusts as new Group Members (the New Group Members) and certain transactions in Issuer securities as described below.
The Schedule 13D (the Schedule) filed by the original Group Members on June 30, 2011, as amended and supplemented by Amendment No. 1 filed on September 16, 2011, Amendment No. 2 filed on November 18, 2011 and Amendment No. 3 filed on August 16, 2012, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4.
Item 2 Identity and Background.
The disclosure in Item 2 is hereby amended by amending and restating part (a) thereof as follows:
(a) The names of the Reporting Persons who are Group Members are: Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1A (the CFD 2011 GRAT #1A) and the Charles F. Dolan 2009 Revocable Trust (the CFD 2009 Trust); Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1A (the HAD 2011 GRAT #1A) and the Helen A. Dolan 2009 Revocable Trust (the HAD 2009 Trust); James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the Dolan Children Trusts and individually, a Dolan Children Trust), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne E. Dolan Weber; Deborah A. Dolan-Sweeney, individually and as Trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust; Lawrence J. Dolan, as a Trustee of the CFD 2009 Family Trust FBO Patrick F. Dolan, the CFD 2009 Family Trust FBO Thomas C. Dolan, the CFD 2009 Family Trust FBO James L. Dolan, the CFD 2009 Family Trust FBO Marianne E. Dolan Weber, the CFD 2009 Family Trust FBO Kathleen M. Dolan and the CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the 2009 Family Trusts and individually, a 2009 Family Trust), as a Trustee of the CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan, CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan, CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney, CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber, CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan (collectively, the CFD 2010 Grandchildren Trusts and individually, a 2010 Grandchildren Trust) and the Charles F. Dolan 2012 Descendants Trust; David M. Dolan, as a Trustee of each of the 2009 Family Trusts, each of the CFD 2010 Grandchildren Trusts and the Charles F. Dolan
Page 42 of 88
2012 Descendants Trust; Paul J. Dolan, as a Trustee of the Dolan Children Trusts FBO Kathleen M. Dolan and James L. Dolan, and the Kathleen M. Dolan 2012 Descendants Trust; Matthew J. Dolan, as a Trustee of the Dolan Children Trusts FBO Marianne Dolan Weber and Thomas C. Dolan; Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan, and the Kathleen M. Dolan 2012 Descendants Trust; Brian G. Sweeney, as Trustee of the Deborah A. Dolan-Sweeney 2012 Descendants Trust; Dolan Children Trust FBO Kathleen M. Dolan; Dolan Children Trust FBO Marianne Dolan Weber; Dolan Children Trust FBO Deborah Dolan-Sweeney; Dolan Children Trust FBO James L. Dolan; Dolan Children Trust FBO Thomas C. Dolan; Dolan Children Trust FBO Patrick F. Dolan; 2009 Family Trust FBO James L. Dolan; 2009 Family Trust FBO Thomas C. Dolan; 2009 Family Trust FBO Patrick F. Dolan; 2009 Family Trust FBO Kathleen M. Dolan; 2009 Family Trust FBO Marianne E. Dolan Weber; 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; Tara Dolan 1989 Trust; CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney; CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan; CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber; CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan; CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan; CFD 2011 GRAT #1A; HAD 2011 GRAT #1A; the Charles F. Dolan 2012 Descendants Trust; the Kathleen M. Dolan 2012 Descendants Trust; the Deborah A. Dolan-Sweeney 2012 Descendants Trust; the Marianne E. Dolan Weber 2012 Descendants Trust; and the Patrick F. Dolan 2012 Descendants Trust. The Charles F. Dolan 2012 Descendants Trust and the Deborah A. Dolan-Sweeney 2012 Descendants Trust became Group Members on December 13, 2012. The Kathleen M. Dolan 2012 Descendants Trust and the Marianne E. Dolan Weber 2012 Descendants Trust became Group Members on December 14, 2012. The Patrick F. Dolan 2012 Descendants Trust became a Group Member on December 19, 2012.
The disclosure in Item 2(b) is hereby amended by adding the following at the end thereof:
Brian G. Sweeney:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714.
2012 Descendants Trusts:
The Charles F. Dolan 2012 Descendants Trust is a trust established under the laws of the State of New York for the benefit of Charles F. Dolans twelve youngest grandchildren and any future grandchildren of his and has an address of Dolan Family Office, attention: Renzo Mori, 340 Crossways Park Drive, Woodbury, New York 11797.
The Kathleen M. Dolan 2012 Descendants Trust is a trust established under the laws of the State of Vermont for the benefit of her descendants and has an address of Knickerbocker Group LLC, attention: Kerrie Juras , PO Box 420, Oyster Bay, New York 11771.
The Deborah A. Dolan-Sweeney 2012 Descendants Trust is a trust established under the laws of the State of New York for the benefit of her descendants and has an address of Dolan Family Office, attention: Renzo Mori, 340 Crossways Park Drive, Woodbury, New York 11797.
The Marianne E. Dolan Weber 2012 Descendants Trust is a trust established under the laws of the State of New York for the benefit of her descendants and has an address of Knickerbocker Group LLC, attention: Kerrie Juras , PO Box 420, Oyster Bay, New York 11771.
43 of 88
The Patrick F. Dolan 2012 Descendants Trust is a trust established under the laws of the State of New York for the benefit of his descendants and has an address of Dolan Family Office, attention: Renzo Mori, 340 Crossways Park Drive, Woodbury, New York 11797.
The disclosure in Item 2(d) is hereby amended by adding the following at the end thereof:
Neither Brian G. Sweeney nor any New Group Member, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
The disclosure in Item 2(e) is hereby amended by adding the following at the end thereof:
Neither Brian G. Sweeney nor any New Group Member, during the last five years, has been a party to a civil proceeding of a judicial body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3 | Source and Amount of Funds or Other Consideration |
The disclosure in Item 3 is hereby amended by adding the following at the end thereof:
On December 13, 2012, Charles F. Dolan through the CFD 2009 gifted 109,322 shares of the Issuers Class B Common Stock to the Charles F. Dolan 2012 Descendants Trust.
On December 13, 2012, Helen A. Dolan through the HAD 2009 Trust gifted 654,919 shares of the Issuers Class B Common Stock to the CFD 2009 Trust.
On December 13, 2012, Deborah A. Dolan-Sweeney gifted 197,645 shares of the Issuers Class B Common Stock (received in a distribution from the 2009 Family Trust FBO Deborah A. Dolan-Sweeney) to the Deborah A. Dolan-Sweeney 2012 Descendants Trust.
On December 13, 2012, Charles F. Dolan through the CFD 2009 Trust and Helen A. Dolan through the HAD 2009 Trust repaid promissory notes held by each of the 2009 Family Trusts, the CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan, the CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney, the CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber, and the CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan with shares of the Issuers Class B Common Stock as described in Item 5 below.
On December 14, 2012, Kathleen M. Dolan gifted 99,960 shares of the Issuers Class B Common Stock (received in a distribution from the 2009 Family Trust FBO Kathleen M. Dolan) to the Kathleen M. Dolan 2012 Descendants Trust.
On December 14, 2012, Marianne E. Dolan Weber gifted 99,960 shares of the Issuers Class B Common Stock (received in a distribution from the 2009 Family Trust FBO Marianne E. Dolan Weber) to the Marianne E. Dolan Weber 2012 Descendants Trust.
On December 19, 2012, Patrick F. Dolan gifted 102,032 shares of the Issuers Class B Common Stock (received in a distribution from the 2009 Family Trust FBO Patrick F. Dolan) to the Patrick F. Dolan 2012 Descendants Trust.
Please see Item 5 for additional information regarding each of the transactions effected on December 13, 2012, December 14, 2012 and December 19, 2012. The information with respect to these transactions is incorporated by reference herein.
44 of 88
Item 4 | Purpose of Transaction |
The disclosure in Item 4 is hereby amended by adding the following to the end thereof:
Each of the transactions described in Item 3 above effected on December 13, 2012, December 14, 2012 and December 19, 2012 was effected for estate planning purposes for Charles F. Dolan, Helen A. Dolan, Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne E. Dolan Weber and Patrick F. Dolan, and their respective descendants.
The option exercise transactions described in Item 5(c) were effected for tax planning and liquidity purposes.
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 12,846,345 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,061,937 shares of Class A Common Stock (including 120,330 shares of restricted stock and options to purchase 230,750 shares of Class A Common Stock that are exercisable within sixty days of this filing), and (ii) 11,784,408 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 18% of the total shares of the Issuers 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 11,784,408 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 (see Item 6 below). Individuals who are Group Members solely in their capacity as trustees of trusts that are Group Members may be deemed to beneficially own an additional 433,451 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.
Charles F. Dolan may be deemed to beneficially own an aggregate of 6,038,208 shares of Class A Common Stock, including (i) 486,931 shares of Class A Common Stock (including 51,100 shares of restricted stock and options to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 5,551,277 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 9.2% 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 827,151 shares of Class A Common Stock (including 25,768 shares of Class A Common Stock owned of record personally, 51,100 shares of restricted stock owned of record personally and options owned of record personally to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing, 1,726 shares of Class A Common Stock owned of record by the CFD 2009 Trust and 637,557 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 2011 GRAT #1A) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,211,057 shares of Class A Common Stock (including 297,337 shares of Class A Common Stock owned of record by the Dolan Family
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Foundation and 4,913,270 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 85,323 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 393,841 shares of Class B Common Stock owned of record by the HAD 2011 GRAT #1A, 2,789,966 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,535,268 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 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 Charles F. Dolan 2012 Descendants Trust). He disclaims beneficial ownership of 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation, and 4,913,270 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 85,323 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 393,841 shares of Class B Common Stock owned of record by the HAD 2011 GRAT #1A, 2,789,966 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,535,268 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 6,038,208 shares of Class A Common Stock, including (i) 486,931 shares of Class A Common Stock (including 51,100 shares of restricted stock and options to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 5,551,277 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 9.2% 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 479,164 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (including 85,323 shares of Class B Common Stock owned of record by the HAD 2009 Trust and 393,841 shares of Class B Common Stock owned of record by the HAD 2011 GRAT #1A) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,559,044 shares of Class A Common Stock (including 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation; 25,768 shares of Class A Common Stock, 51,100 shares of restricted stock and options to purchase 111,000 shares of Class A Common Stock exercisable within sixty days of this filing owned of record personally by her spouse, Charles F. Dolan; 1,726 shares of Class A Common Stock owned of record by the CFD 2009 Trust; and 5,072,113 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 2011 GRAT #1A, 2,789,966 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,535,268 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 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 25,768 shares of Class A Common Stock, 51,100 shares of restricted stock and options to purchase 111,000 shares of Class A Common Stock exercisable within sixty days of this filing owned of record personally by her spouse, and 5,072,113 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 2011 GRAT #1A, 2,789,966 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,535,268 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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James L. Dolan may be deemed to beneficially own an aggregate of 1,345,893 shares of Class A Common Stock, including (i) 256,406 shares of Class A Common Stock (including 52,005 shares of restricted stock and options to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,089,487 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 2.2% 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 368,754 shares of Class A Common Stock (including 41,975 shares of Class A Common Stock owned of record personally, 4,225 shares of Class A Common Stock held as custodian for one or more minor children, 49,025 shares of restricted stock owned of record personally, options owned of record personally to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing and 162,529 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 977,139 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned of record jointly with his spouse, 4,510 shares of Class A Common Stock owned of record personally by his spouse, 405 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, 2,980 shares of restricted stock owned of record personally by his spouse, 1,150 shares of Class A Common Stock owned of record by members of his household, and 39,886 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit and 926,958 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 Dolan Children Trust for his benefit). He disclaims beneficial ownership of 4,225 shares of Class A Common Stock held as custodian for one or more minor children, 1,150 shares of Class A Common Stock owned of record by members of his household, 4,510 shares of Class A Common Stock owned of record personally by his spouse, 405 shares owned of record by his spouse through a 401(k) plan, 2,980 shares of restricted stock owned of record personally by his spouse and 39,886 shares of Class A Common Stock and 926,958 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 Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Thomas C. Dolan may be deemed to beneficially own 1,016,386 shares of Class A Common Stock, including (i) 60,357 shares of Class A Common Stock (including 8,775 shares of restricted stock) and (ii) 956,029 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This amount represents approximately 1.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 49,542 shares of Class A Common Stock (including 11,696 shares of Class A Common Stock owned of record personally, 8,775 shares of restricted stock owned of record personally and 29,071 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and the shared power to vote or direct the vote of and to dispose of or to direct the disposition of 39,886 shares of Class A Common Stock and 926,958 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 Dolan Children Trust for his benefit. He disclaims beneficial ownership of 39,886 shares of Class A Common Stock and 926,958 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 Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Patrick F. Dolan may be deemed to beneficially own an aggregate of 1,078,323 shares of Class A Common Stock, including (i) 65,832 shares of Class A Common Stock (including 4,225 shares of restricted stock and options to purchase 3,000 shares of Class
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A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,012,491 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 1.8% 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 37,562 shares of Class A Common Stock (including 5,893 shares of Class A Common Stock owned of record personally, 4,225 shares of restricted stock owned of record personally, options to purchase 3,000 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally and 24,444 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 1,040,761 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned of record jointly with his spouse, 525 shares of Class A Common Stock owned of record personally by his spouse, 2,300 shares of Class A Common Stock owned of record by members of his household, 775 shares of Class A Common Stock owned of record by the Daniel P. Mucci Trust (the Mucci Trust) for which he serves as a trustee and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit, 886,015 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 Dolan Children Trust for his benefit and 102,032 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 Patrick F. Dolan 2012 Descendants Trust). He disclaims beneficial ownership of 525 shares of Class A Common Stock owned of record personally by his spouse, 2,300 shares of Class A Common Stock owned of record by members of his household, 775 shares of Class A Common Stock held by the Mucci Trust and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit, 886,015 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 Dolan Children Trust for his benefit and 102,032 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 Patrick 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. See Exhibit A.
Kathleen M. Dolan may be deemed to beneficially own an aggregate of 5,879,196 shares of Class A Common Stock, including (i) 275,748 shares of Class A Common Stock and (ii) 5,603,448 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 9.0% 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 39,313 shares of Class A Common Stock (including 2,220 shares of Class A Common Stock owned of record personally, 4,481 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally, 2,300 shares of Class A Common Stock held as custodian for one or more minor children and an aggregate of 30,312 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 Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,839,883 shares of Class A Common Stock (including an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts, an aggregate of 5,468,695 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 Dolan Children Trusts and 99,960 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 Kathleen M. Dolan 2012 Descendants Trust). She disclaims beneficial ownership of 2,300 shares of Class A Common Stock held as custodian for one or more minor children, an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,598,967 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 Dolan Children Trusts, the Ryan Dolan 1989 Trust, the Tara Dolan 1989 Trust and the Kathleen M. 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. See Exhibit A.
Marianne E. Dolan Weber may be deemed to beneficially own an aggregate of 1,050,135 shares of Class A Common Stock, including (i) 51,014 shares of Class A Common Stock (including options to purchase 2,000 shares of Class A Common Stock that are
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exercisable within sixty days of this filing) and (ii) 999,121 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 1.7% 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 11,509 shares of Class A Common Stock (including options to purchase 2,000 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally, 8,359 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally and 1,150 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 1,038,626 shares of Class A Common Stock (including 47,864 shares of Class A Common Stock owned by the Dolan Children Trust for her benefit, 890,802 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 Dolan Children Trust for her benefit and 99,960 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 Marianne E. Dolan Weber 2012 Descendants Trust). She disclaims beneficial ownership of 1,150 shares of Class A Common Stock held as custodian for a minor child, and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit, 890,802 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 Dolan Children Trust for her benefit and 99,960 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 Marianne E. Dolan Weber 2012 Descendants Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,412,374 shares of Class A Common Stock, including (i) 88,113 shares of Class A Common Stock (including 4,225 shares of restricted stock and options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,324,261 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 2.3% 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 207,635 shares of Class A Common Stock (including 5,643 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally and an aggregate of 201,992 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 Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust for which she serves as trustee) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,204,739 shares of Class A Common Stock (including 24,599 shares of Class A Common Stock, 4,225 shares of restricted stock and options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record by her spouse, 7,675 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit, 918,981 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 Dolan Children Trust for her benefit, and 197,645 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 Deborah A. Dolan-Sweeney 2012 Descendants Trust for which her spouse serves as trustee). She disclaims beneficial ownership of 24,599 shares of Class A Common Stock, 4,225 shares of restricted stock and options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record by her spouse, 7,675 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee, 47,864 shares of Class A Common Stock and 918,981 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 Dolan Children Trust for her benefit, 197,645 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 Deborah A. Dolan-Sweeney 2012 Descendants Trust for which her spouse serves as trustee, and an aggregate of 201,992 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned
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of record by the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust for which she serves as trustee, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Lawrence J. Dolan may be deemed to beneficially own an aggregate of 4,436,856 shares of Class A Common Stock, including (i) 2,300 shares of Class A Common Stock and (ii) 4,434,556 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 6.9% of the shares of Class A Common Stock currently outstanding. He 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 4,436,856 shares of Class A Common Stock (including 2,300 shares of Class A Common Stock owned of record with his spouse, an aggregate of 2,789,966 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 2009 Family Trusts, an aggregate of 1,535,268 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 2010 Grandchildren Trusts and 109,322 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 Charles F. Dolan 2012 Descendants Trust). He disclaims beneficial ownership of an aggregate of 2,789,966 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 2009 Family Trusts, an aggregate of 1,535,268 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 2010 Grandchildren Trusts and 109,322 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 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. See Exhibit A.
David M. Dolan may be deemed to beneficially own an aggregate of 4,745,044 shares of Class A Common Stock, including (i) 310,488 shares of Class A Common Stock and (ii) 4,434,556 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 7.4% 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 302,176 shares of Class A Common Stock (including 2,971 shares of Class A Common Stock owned of record by the David M. Dolan Revocable Trust and 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 4,442,868 shares of Class A Common Stock (including 2,300 shares of Class A Common Stock owned of record jointly with his spouse, 5,250 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 762 shares of Class A Common Stock held by his spouse as custodian for a minor child, an aggregate of 2,789,966 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 2009 Family Trusts, an aggregate of 1,535,268 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 2010 Grandchildren Trusts, and 109,322 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 Charles F. Dolan 2012 Descendants Trust). He disclaims beneficial ownership of 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 5,250 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 762 shares of Class A Common Stock held by his spouse as custodian for a minor child, an aggregate of 2,789,966 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 2009 Family Trusts, an aggregate of 1,535,268 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by
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the CFD 2010 Grandchildren Trusts and 109,322 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 Charles F. Dolan 2012 Descendants Trust, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.
Paul J. Dolan may be deemed to beneficially own an aggregate of 2,136,106 shares of Class A Common Stock, including (i) 190,207 shares of Class A Common Stock, and (ii) 1,945,899 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 3.5% 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 96,550 shares of Class A Common Stock (including 5,108 shares of Class A Common Stock held as custodian for one or more minor children and 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,039,556 shares of Class A Common Stock (including 5,907 shares of Class A Common Stock owned of record jointly with his spouse, an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, an aggregate of 1,845,939 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 Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan and 99,960 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 Kathleen M. Dolan 2012 Descendants Trust). He disclaims beneficial ownership of 5,108 shares of Class A Common Stock held as custodian for one or more minor children, 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10, an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, an aggregate of 1,845,939 shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and 99,960 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 Kathleen M. Dolan 2012 Descendants Trust, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.
Matthew J. Dolan may be deemed to beneficially own an aggregate of 1,908,647 shares of Class A Common Stock, including (i) 90,887 shares of Class A Common Stock and (ii) 1,817,760 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 3.1% 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 3,137 shares of Class A Common Stock (including 1,750 shares of Class A Common Stock owned of record personally and 1,387 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,905,510 shares of Class A Common Stock (including an aggregate of 87,750 shares of Class A Common stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 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 Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan). He disclaims beneficial ownership of 1,387 shares of Class A Common Stock held as custodian for a minor child, an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 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 Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
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Mary S. Dolan may be deemed to beneficially own an aggregate of 2,015,753 shares of Class A Common Stock, including (i) 110,797 shares of Class A Common Stock and (ii) 1,904,956 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 3.3% 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 and to dispose of or direct the disposition of 6,810 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,008,943 shares of Class A Common Stock (including 8,259 shares of Class A Common Stock owned of record jointly with her spouse, an aggregate of 95,728 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah A. Dolan-Sweeney and Patrick F. Dolan, an aggregate of 1,804,996 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 Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan and 99,960 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 Kathleen M. Dolan 2012 Descendants Trust). She disclaims beneficial ownership of 6,810 shares of Class A Common Stock held as custodian for one or more minor children, an aggregate of 95,728 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan, an aggregate of 1,804,996 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan, and 99,960 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 Kathleen M. 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. See Exhibit A.
Brian G. Sweeney may be deemed to beneficially own an aggregate of 1,412,374 shares of Class A Common Stock, including (i) 88,113 shares of Class A Common Stock (including 4,225 shares of restricted stock and options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,324,261 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 2.3% 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 237,894 shares of Class A Common Stock (including 24,599 shares of Class A Common Stock owned of record personally, 7,675 shares of Class A Common Stock held as custodian for one or more minor children, 4,225 shares of restricted stock owned of record personally and options owned of record personally to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing, and 197,645 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 Deborah A. Dolan-Sweeney 2012 Descendants Trust for which he serves as trustee) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,174,480 shares of Class A Common Stock (including an aggregate of 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, 918,981 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 Dolan Children Trust for the benefit of his spouse, and an aggregate of 201,992 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 Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust for which his spouse serves as trustee). He disclaims beneficial ownership of 7,675 shares of Class A Common Stock held as custodian for one or more minor children, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, 918,981 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, 197,645 shares of Class A Common Stock
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issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Deborah A. Dolan-Sweeney 2012 Descendants Trust for which he serves as trustee, and an aggregate of 201,992 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 Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust for which his spouse serves as trustee, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
The Charles F. Dolan Children Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 966,844 shares of Class A Common Stock, including (i) 39,886 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 16 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 966,844 shares of Class A Common Stock, including (i) 39,886 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 17 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Patrick F. Dolan may be deemed to beneficially own an aggregate of 933,879 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 886,015 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 18 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 19 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 938,666 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 20 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 21 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 828,245 shares of Class A Common Stock issuable upon conversion of an
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equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 22 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 862,306 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 23 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Patrick F. Dolan may be deemed to beneficially own an aggregate of 302,971 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 24 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 312,043 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 25 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 375,043 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 26 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 109,358 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor The information contained on page 27 of this Schedule 13D is hereby incorporated by reference.
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The Ryan Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 28 of this Schedule 13D is hereby incorporated by reference.
The Tara Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 29 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan 2011 Grantor Retained Annuity Trust #1A may be deemed to beneficially own an aggregate of 637,557 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Charles F. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 30 of this Schedule 13D is hereby incorporated by reference.
The Helen A. Dolan 2011 Grantor Retained Annuity Trust #1A may be deemed to beneficially own an aggregate of 393,841 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Helen A. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 31 of this Schedule 13D is hereby incorporated by reference.
The CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan may be deemed to beneficially own an aggregate of 34,060 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 32 of this Schedule 13D is hereby incorporated by reference.
The CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan may be deemed to beneficially own an aggregate of 375,302 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 33 of this Schedule 13D is hereby incorporated by reference.
The CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan may be deemed to beneficially own an aggregate of 375,302 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 34 of this Schedule 13D is hereby incorporated by reference.
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The CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber may be deemed to beneficially own an aggregate of 375,302 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 35 of this Schedule 13D is hereby incorporated by reference.
The CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 375,302 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 36 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan 2012 Descendants Trust may be deemed to beneficially own an aggregate of 109,322 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 37 of this Schedule 13D is hereby incorporated by reference.
The Kathleen M. Dolan 2012 Descendants Trust may be deemed to beneficially own an aggregate of 99,960 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Paul J. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Kathleen M. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because she has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 38 of this Schedule 13D is hereby incorporated by reference.
The Deborah A. Dolan-Sweeney 2012 Descendants Trust may be deemed to beneficially own an aggregate of 197,645 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Brian G. Sweeney is the trustee and has the sole power to vote and dispose of the shares held by the trust. Deborah A. Dolan-Sweeney may be deemed to share power to direct the disposition of the shares held by the trust because she has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 39 of this Schedule 13D is hereby incorporated by reference.
The Marianne E. Dolan Weber 2012 Descendants Trust may be deemed to beneficially own an aggregate of 99,960 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Deborah A. Dolan-Sweeney is the trustee and has the sole power to vote and dispose of the shares held by the trust. Marianne E. Dolan Weber may be deemed to share power to direct the disposition of the shares held by the trust because she has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 40 of this Schedule 13D is hereby incorporated by reference.
The Patrick F. Dolan 2012 Descendants Trust may be deemed to beneficially own an aggregate of 102,032 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Deborah A. Dolan-Sweeney is the trustee and has the sole power to vote and dispose of the shares held by the trust. Patrick F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 41 of this Schedule 13D is hereby incorporated by reference.
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(c) The following transactions in the Issuers Securities have been effected by Group Members within the 60 days prior to this filing:
During the period of December 11 through December 21, 2012, James L. Dolan, in broker-assisted cashless exercises, exercised options to purchase the number of shares of Class Common Stock listed on Schedule 1. On the same day as each exercise, he sold all of the shares received on exercise in multiple trades as set forth on Schedule 1 attached hereto.
During the period of December 11 through December 21, 2012, Charles F. Dolan, in broker-assisted cashless exercises, exercised options to purchase the number of shares of Class Common Stock listed on Schedule 1. On the same day as each exercise, he sold all of the shares received on exercise in multiple trades as set forth on Schedule 1 attached hereto.
On December 13, 2012, Charles F. Dolan through the CFD 2009 Trust gifted 109,322 shares of Class B Common Stock to the Charles F. Dolan 2012 Descendants Trust. No funds were exchanged in connection with such transfer of shares of the Issuers Class B Common Stock.
On December 13, 2012, Helen A. Dolan through the HAD 2009 Trust gifted 654,919 shares of Class B Common Stock to the CFD 2009 Trust. No funds were exchanged in connection with such transfer of shares of the Issuers Class B Common Stock.
On December 13, 2012, Charles F. Dolan and Helen A. Dolan repaid principal and interest on promissory notes in the amounts set forth in the table below held by the trusts listed in the table below through the transfer to each of the respective trusts of the number of shares of Class B Common Stock listed in the table below and cash in lieu of fractional shares. The shares were valued at $51.81 per share, the mean of the high and low trading price for the Class A Common Stock on December 13, 2012, for such purpose.
Number of shares of |
Principal and Interest Repaid by Mr. Dolan |
Transferee | ||||
148,447 | $ | 7,691,039.07 | CFD 2009 Family Trust FBO James L. Dolan | |||
148,447 | $ | 7,691,039.07 | CFD 2009 Family Trust FBO Thomas C. Dolan | |||
102,932 | $ | 5,332,906.92 | CFD 2009 Family Trust FBO Patrick F. Dolan | |||
102,932 | $ | 5,332,906.92 | CFD 2009 Family Trust FBO Kathleen M. Dolan | |||
102,932 | $ | 5,332,906.92 | CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney | |||
102,932 | $ | 5,332,906.92 | CFD 2009 Family Trust FBO Marianne E. Dolan Weber | |||
45,514 | $ | 2,358,080.34 | CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney | |||
45,514 | $ | 2,358,080.34 | CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan | |||
45,514 | $ | 2,358,080.34 | CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber | |||
45,514 | $ | 2,358,080.34 | CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan |
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Number of shares of |
Principal and Interest Repaid by Mrs. Dolan |
Transferee | ||||
20,439 | $ | 1,058,944.59 | CFD 2009 Family Trust FBO James L. Dolan | |||
20,439 | $ | 1,058,944.59 | CFD 2009 Family Trust FBO Thomas C. Dolan | |||
20,439 | $ | 1,058,944.59 | CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney | |||
20,439 | $ | 1,058,944.59 | CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan | |||
20,439 | $ | 1,058,944.59 | CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber | |||
20,439 | $ | 1,058,944.59 | CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan |
On December 13, 2012, the CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney transferred 197,645 shares of Class B Common Stock to Deborah A. Dolan-Sweeney. No funds were exchanged in connection with such transfer of shares of the Issuers Class B Common Stock.
On December 13, 2012, Deborah A. Dolan-Sweeney gifted 197,645 shares of Class B Common Stock to her 2012 Descendants Trust. No funds were exchanged in connection with such transfer of shares of the Issuers Class B Common Stock.
On December 14, 2012, each of the 2009 Family Trusts listed in the table below transferred the number of shares of Class B Common Stock listed in the table below to its respective beneficiary listed in the table below. No funds were exchanged in connection with any of such transfers of shares of the Issuers Class B Common Stock.
Transferor |
Number of shares of Class B Common Stock |
Transferee | ||||
CFD 2009 Family Trust FBO Kathleen M. Dolan |
99,960 | Kathleen M. Dolan | ||||
CFD 2009 Family Trust FBO Marianne E. Dolan Weber |
99,960 | Marianne E. Dolan Weber |
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On December 14, 2012, Kathleen M. Dolan and Marianne E. Dolan Weber gifted the number of shares of Class B Common Stock listed in the table below to her respective 2012 Descendants Trust listed in the table below. No funds were exchanged in connection with any of such transfers of shares of the Issuers Class B Common Stock.
Transferor |
Number of shares of Class B Common Stock |
Transferee | ||||
Kathleen M. Dolan |
99,960 | Kathleen M. Dolan 2012 Descendants Trust | ||||
Marianne E. Dolan Weber |
99,960 | Marianne E. Dolan Weber 2012 Descendants Trust |
On December 19, 2012, the CFD 2009 Family Trust FBO Patrick F. Dolan transferred 102,032 shares of Class B Common Stock to Patrick F. Dolan. No funds were exchanged in connection with such transfer of shares of the Issuers Class B Common Stock.
On December 19, 2012, Patrick F. Dolan gifted the 102,032 shares of Class B Common Stock to his 2012 Descendants Trust. No funds were exchanged in connection with such transfer of shares of the Issuers Class B Common Stock.
(d) See Exhibit A, which is hereby incorporated by reference herein.
Item 6 | Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer |
The disclosure in the section of Item 6 entitled THE CLASS B STOCKHOLDERS AGREEMENT is hereby amended by adding the following after the end of the last paragraph thereof:
On December 13, 2012, the Charles F. Dolan 2012 Descendants Trust and the Deborah A. Dolan-Sweeney 2012 Descendants Trust became parties to the Class B Stockholders Agreement.
On December 14, 2012, the Kathleen M. Dolan 2012 Descendants Trust and the Marianne E. Dolan Weber 2012 Descendants Trust became parties to the Class B Stockholders Agreement.
On December 19, 2012, the Patrick F. Dolan 2012 Descendants Trust became a party to the Class B Stockholders Agreement.
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Item 7 | Material to be Filed as an Exhibit |
The disclosure in Item 7 is hereby amended by amending Exhibit A to read in its entirety as Exhibit A attached hereto and supplemented by adding the following in appropriate numerical order:
Exhibit B.4: Joint Filing Agreement, dated December 21, 2012.
Exhibit C.2: Powers of Attorney for each of:
The Charles F. Dolan 2012 Descendants Trust.
The Kathleen M. Dolan 2012 Descendants Trust.
The Deborah A. Dolan-Sweeney 2012 Descendants Trust.
The Marianne E. Dolan Weber 2012 Descendants Trust.
The Patrick F. Dolan 2012 Descendants Trust.
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: December 21, 2012
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust and the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1A |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust and the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1A |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
/s/ James L. Dolan |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE E. DOLAN WEBER, individually |
* |
Marianne E. Dolan Weber |
DEBORAH A. DOLAN-SWEENEY, individually, and as Trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust |
* |
Deborah A. Dolan-Sweeney |
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KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust |
* |
Kathleen M. Dolan |
LAWRENCE J. DOLAN, not individually but as a Trustee of the CFD 2009 Family Trust FBO James L. Dolan, the CFD 2009 Family Trust FBO Thomas C. Dolan, the CFD 2009 Family Trust FBO Patrick F. Dolan, the CFD 2009 Family Trust FBO Kathleen M. Dolan, the CFD 2009 Family Trust FBO Marianne E. Dolan Weber, the CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney, the CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan, the CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney, the CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber, the CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan, the CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan and the Charles F. Dolan 2012 Descendants Trust |
* |
Lawrence J. Dolan |
DAVID M. DOLAN, not individually but as a Trustee of the CFD 2009 Family Trust FBO James L. Dolan, the CFD 2009 Family Trust FBO Thomas C. Dolan, the CFD 2009 Family Trust FBO Patrick F. Dolan, the CFD 2009 Family Trust FBO Kathleen M. Dolan, the CFD 2009 Family Trust FBO Marianne E. Dolan Weber, the CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney, the CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan, the CFD 2010 Grandchildren Trust FBO Descendants of Deborah A. Dolan-Sweeney, the CFD 2010 Grandchildren |
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Trust FBO Descendants of Marianne E. Dolan Weber, the CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan, the CFD 2010 Grandchildren Trust FBO Descendants of James L. Dolan and the Charles F. Dolan 2012 Descendants Trust |
* |
David M. Dolan |
PAUL J. DOLAN, not individually but as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO James L. Dolan and the Kathleen M. Dolan 2012 Descendants Trust |
* |
Paul J. Dolan |
MATTHEW J. DOLAN, not individually but as a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan |
* |
Matthew J. Dolan |
MARY S. DOLAN, not individually but as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and the Kathleen M. Dolan 2012 Descendants Trust |
* |
Mary S. Dolan |
BRIAN G. SWEENEY, not individually but as Trustee of the Deborah A. Dolan-Sweeney 2012 Descendants Trust |
/s/ Brian G. Sweeney |
Brian G. Sweeney |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
As Attorney-in-Fact |
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Schedule 1
On December 11, 2012, James L. Dolan exercised options to purchase 41,666 shares of Class A Common Stock at an exercise of $9.42 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
287 |
$ | 52.270 | 100 |
$ | 52.635 | |||||
101 |
$ | 52.290 | 1,210 |
$ | 52.640 | |||||
98 |
$ | 52.300 | 100 |
$ | 52.645 | |||||
2 |
$ | 52.302 | 288 |
$ | 52.650 | |||||
158 |
$ | 52.310 | 100 |
$ | 52.655 | |||||
322 |
$ | 52.320 | 241 |
$ | 52.660 | |||||
200 |
$ | 52.330 | 100 |
$ | 52.670 | |||||
261 |
$ | 52.340 | 400 |
$ | 52.680 | |||||
100 |
$ | 52.345 | 100 |
$ | 52.685 | |||||
100 |
$ | 52.345 | 555 |
$ | 52.690 | |||||
100 |
$ | 52.345 | 100 |
$ | 52.695 | |||||
2,394 |
$ | 52.350 | 987 |
$ | 52.700 | |||||
100 |
$ | 52.355 | 200 |
$ | 52.710 | |||||
921 |
$ | 52.360 | 155 |
$ | 52.720 | |||||
200 |
$ | 52.365 | 100 |
$ | 52.730 | |||||
424 |
$ | 52.370 | 218 |
$ | 52.740 | |||||
100 |
$ | 52.375 | 182 |
$ | 52.750 | |||||
324 |
$ | 52.380 | 15 |
$ | 52.760 | |||||
2,017 |
$ | 52.390 | 300 |
$ | 52.780 | |||||
400 |
$ | 52.395 | 100 |
$ | 52.910 | |||||
191 |
$ | 52.400 | 100 |
$ | 52.930 | |||||
290 |
$ | 52.410 | 1,001 |
$ | 53.000 | |||||
417 |
$ | 52.420 | 400 |
$ | 53.010 | |||||
500 |
$ | 52.430 | 100 |
$ | 53.015 | |||||
321 |
$ | 52.460 | 493 |
$ | 53.020 | |||||
200 |
$ | 52.470 | 100 |
$ | 53.027 | |||||
300 |
$ | 52.480 | 200 |
$ | 53.035 | |||||
100 |
$ | 52.485 | 100 |
$ | 53.050 | |||||
400 |
$ | 52.490 | 200 |
$ | 53.070 | |||||
300 |
$ | 52.500 | 100 |
$ | 53.075 | |||||
200 |
$ | 52.505 | 100 |
$ | 53.090 | |||||
591 |
$ | 52.510 | 100 |
$ | 53.110 | |||||
2,596 |
$ | 52.520 | 300 |
$ | 53.140 | |||||
100 |
$ | 52.525 | 300 |
$ | 53.150 | |||||
1,118 |
$ | 52.530 | 200 |
$ | 53.160 | |||||
100 |
$ | 52.535 | 300 |
$ | 53.170 | |||||
1,627 |
$ | 52.540 | 200 |
$ | 53.180 | |||||
945 |
$ | 52.550 | 100 |
$ | 53.200 | |||||
218 |
$ | 52.555 | 100 |
$ | 53.210 | |||||
882 |
$ | 52.560 | 100 |
$ | 53.226 | |||||
200 |
$ | 52.565 | 100 |
$ | 53.230 | |||||
1,365 |
$ | 52.570 | 100 |
$ | 53.240 | |||||
703 |
$ | 52.580 | 100 |
$ | 53.250 | |||||
450 |
$ | 52.590 | 200 |
$ | 53.260 | |||||
100 |
$ | 52.595 | 1,407 |
$ | 53.300 | |||||
2,059 |
$ | 52.600 | 100 |
$ | 53.320 |
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Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 52.602 | 100 | $ | 53.350 | |||||
700 |
$ | 52.605 | 400 | $ | 53.400 | |||||
900 |
$ | 52.610 | 100 | $ | 53.425 | |||||
200 |
$ | 52.615 | 100 | $ | 53.490 | |||||
1,068 |
$ | 52.620 | 100 | $ | 53.500 | |||||
864 |
$ | 52.630 |
On December 11, 2012, Charles F. Dolan exercised options to purchase 20,833 shares of Class A Common Stock at an exercise price of $8.11 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 52.290 | 1,114 |
$ | 52.640 | |||||
91 |
$ | 52.300 | 600 |
$ | 52.645 | |||||
9 |
$ | 52.310 | 300 |
$ | 52.650 | |||||
200 |
$ | 52.320 | 67 |
$ | 52.660 | |||||
300 |
$ | 52.330 | 200 |
$ | 52.670 | |||||
186 |
$ | 52.340 | 100 |
$ | 52.720 | |||||
100 |
$ | 52.350 | 100 |
$ | 52.730 | |||||
114 |
$ | 52.360 | 300 |
$ | 52.740 | |||||
100 |
$ | 52.365 | 100 |
$ | 52.750 | |||||
200 |
$ | 52.370 | 100 |
$ | 52.780 | |||||
200 |
$ | 52.380 | 100 |
$ | 52.820 | |||||
710 |
$ | 52.390 | 100 |
$ | 52.850 | |||||
2,066 |
$ | 52.400 | 100 |
$ | 52.885 | |||||
100 |
$ | 52.420 | 100 |
$ | 52.910 | |||||
300 |
$ | 52.425 | 100 |
$ | 52.930 | |||||
1,300 |
$ | 52.430 | 100 |
$ | 53.010 | |||||
174 |
$ | 52.440 | 200 |
$ | 53.000 | |||||
26 |
$ | 52.450 | 200 |
$ | 53.020 | |||||
200 |
$ | 52.460 | 100 |
$ | 53.050 | |||||
200 |
$ | 52.480 | 100 |
$ | 53.070 | |||||
100 |
$ | 52.490 | 100 |
$ | 53.095 | |||||
176 |
$ | 52.500 | 100 |
$ | 53.110 | |||||
200 |
$ | 52.510 | 100 |
$ | 53.130 | |||||
424 |
$ | 52.520 | 100 |
$ | 53.140 | |||||
900 |
$ | 52.530 | 100 |
$ | 53.150 | |||||
259 |
$ | 52.540 | 200 |
$ | 53.190 | |||||
300 |
$ | 52.550 | 200 |
$ | 53.200 | |||||
341 |
$ | 52.560 | 300 |
$ | 53.210 | |||||
700 |
$ | 52.570 | 100 |
$ | 53.230 | |||||
200 |
$ | 52.580 | 200 |
$ | 53.240 | |||||
300 |
$ | 52.590 | 200 |
$ | 53.250 | |||||
643 |
$ | 52.600 | 100 |
$ | 53.260 | |||||
200 |
$ | 52.605 | 1,312 |
$ | 53.300 | |||||
200 |
$ | 52.610 | 100 |
$ | 53.350 | |||||
100 |
$ | 52.617 | 100 |
$ | 53.445 | |||||
1,121 |
$ | 52.620 | 100 |
$ | 53.490 | |||||
300 |
$ | 52.630 | 100 |
$ | 53.500 |
65 of 88
On December 12, 2012, James L. Dolan exercised options to purchase 14,000 shares of Class A Common Stock at an exercise price of $9.14 per share and 18,600 shares of Class A Common Stock at an exercise price of $13.55 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 52.050 | 200 |
$ | 51.950 | |||||
200 |
$ | 52.060 | 100 |
$ | 51.955 | |||||
100 |
$ | 52.065 | 100 |
$ | 51.960 | |||||
200 |
$ | 52.070 | 216 |
$ | 51.980 | |||||
373 |
$ | 52.080 | 200 |
$ | 51.990 | |||||
127 |
$ | 52.090 | 900 |
$ | 52.000 | |||||
300 |
$ | 52.100 | 200 |
$ | 52.005 | |||||
400 |
$ | 52.110 | 481 |
$ | 52.010 | |||||
716 |
$ | 52.120 | 200 |
$ | 52.015 | |||||
825 |
$ | 52.130 | 100 |
$ | 52.017 | |||||
500 |
$ | 52.135 | 419 |
$ | 52.020 | |||||
1,384 |
$ | 52.140 | 100 |
$ | 52.025 | |||||
2,500 |
$ | 52.145 | 500 |
$ | 52.030 | |||||
2,475 |
$ | 52.150 | 100 |
$ | 52.035 | |||||
500 |
$ | 52.160 | 100 |
$ | 52.039 | |||||
500 |
$ | 52.170 | 200 |
$ | 52.050 | |||||
1,000 |
$ | 52.180 | 400 |
$ | 52.055 | |||||
1,100 |
$ | 52.190 | 300 |
$ | 52.060 | |||||
700 |
$ | 52.200 | 200 |
$ | 52.080 | |||||
100 |
$ | 51.750 | 100 |
$ | 52.100 | |||||
84 |
$ | 51.760 | 100 |
$ | 52.140 | |||||
100 |
$ | 51.770 | 100 |
$ | 52.180 | |||||
911 |
$ | 51.780 | 300 |
$ | 52.200 | |||||
100 |
$ | 51.785 | 9 |
$ | 52.210 | |||||
1,184 |
$ | 51.790 | 691 |
$ | 52.220 | |||||
5 |
$ | 51.798 | 582 |
$ | 52.230 | |||||
100 |
$ | 51.800 | 100 |
$ | 52.250 | |||||
661 |
$ | 51.810 | 200 |
$ | 52.260 | |||||
339 |
$ | 51.820 | 918 |
$ | 52.270 | |||||
189 |
$ | 51.830 | 2,283 |
$ | 52.300 | |||||
11 |
$ | 51.840 | 62 |
$ | 52.310 | |||||
100 |
$ | 51.850 | 100 |
$ | 52.360 | |||||
100 |
$ | 51.880 | 155 |
$ | 52.380 | |||||
200 |
$ | 51.890 | 100 |
$ | 52.520 | |||||
600 |
$ | 51.900 | 400 |
$ | 52.530 | |||||
200 |
$ | 51.905 | 100 |
$ | 52.570 | |||||
695 |
$ | 51.910 | 100 |
$ | 52.620 | |||||
100 |
$ | 51.915 | 100 |
$ | 52.630 | |||||
205 |
$ | 51.920 | 1,000 |
$ | 52.650 | |||||
100 |
$ | 51.945 |
66 of 88
On December 12, 2012, Charles F. Dolan exercised options to purchase 41,666 shares of Class A Common Stock at an exercise price of $9.42 per share and 6,200 shares of Class A Common Stock at an exercise price of $13.55 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
200 |
$ | 51.700 | 600 |
$ | 52.220 | |||||
159 |
$ | 51.720 | 100 |
$ | 52.224 | |||||
100 |
$ | 51.728 | 1,000 |
$ | 52.230 | |||||
241 |
$ | 51.730 | 200 |
$ | 52.250 | |||||
200 |
$ | 51.740 | 100 |
$ | 52.252 | |||||
190 |
$ | 51.760 | 100 |
$ | 52.260 | |||||
390 |
$ | 51.770 | 418 |
$ | 52.270 | |||||
120 |
$ | 51.780 | 600 |
$ | 52.275 | |||||
551 |
$ | 51.790 | 82 |
$ | 52.275 | |||||
2,049 |
$ | 51.800 | 100 |
$ | 52.277 | |||||
416 |
$ | 51.810 | 200 |
$ | 52.280 | |||||
466 |
$ | 51.820 | 264 |
$ | 52.290 | |||||
300 |
$ | 51.830 | 300 |
$ | 52.295 | |||||
200 |
$ | 51.835 | 1,800 |
$ | 52.300 | |||||
905 |
$ | 51.840 | 100 |
$ | 52.302 | |||||
100 |
$ | 51.845 | 4,871 |
$ | 52.310 | |||||
300 |
$ | 51.850 | 200 |
$ | 52.320 | |||||
200 |
$ | 51.860 | 100 |
$ | 52.360 | |||||
509 |
$ | 51.870 | 8 |
$ | 52.380 | |||||
220 |
$ | 51.880 | 88 |
$ | 52.410 | |||||
191 |
$ | 51.890 | 2 |
$ | 52.420 | |||||
100 |
$ | 51.895 | 102 |
$ | 52.430 | |||||
909 |
$ | 51.900 | 100 |
$ | 52.440 | |||||
300 |
$ | 51.904 | 100 |
$ | 52.510 | |||||
100 |
$ | 51.905 | 500 |
$ | 52.530 | |||||
100 |
$ | 51.909 | 201 |
$ | 52.540 | |||||
1,400 |
$ | 51.910 | 499 |
$ | 52.570 | |||||
100 |
$ | 51.912 | 100 |
$ | 52.580 | |||||
100 |
$ | 51.914 | 300 |
$ | 52.595 | |||||
200 |
$ | 51.915 | 100 |
$ | 52.600 | |||||
300 |
$ | 51.918 | 100 |
$ | 52.610 | |||||
800 |
$ | 51.920 | 100 |
$ | 52.620 | |||||
400 |
$ | 51.930 | 400 |
$ | 52.625 | |||||
200 |
$ | 51.940 | 600 |
$ | 52.626 | |||||
100 |
$ | 51.945 | 100 |
$ | 52.640 | |||||
388 |
$ | 51.950 | 1,300 |
$ | 52.660 | |||||
561 |
$ | 51.960 | 100 |
$ | 52.670 | |||||
300 |
$ | 51.970 | 100 |
$ | 52.065 | |||||
200 |
$ | 51.980 | 100 |
$ | 52.080 | |||||
479 |
$ | 51.990 | 200 |
$ | 52.090 | |||||
2,300 |
$ | 52.000 | 200 |
$ | 52.100 | |||||
400 |
$ | 52.005 | 300 |
$ | 52.110 | |||||
1,221 |
$ | 52.010 | 100 |
$ | 52.115 | |||||
300 |
$ | 52.015 | 314 |
$ | 52.120 | |||||
900 |
$ | 52.020 | 486 |
$ | 52.130 | |||||
300 |
$ | 52.025 | 100 |
$ | 52.135 | |||||
1,300 |
$ | 52.030 | 899 |
$ | 52.140 | |||||
100 |
$ | 52.035 | 100 |
$ | 52.145 | |||||
400 |
$ | 52.040 | 2,107 |
$ | 52.150 |
67 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 52.050 | 300 | $ | 52.160 | |||||
300 |
$ | 52.055 | 200 | $ | 52.170 | |||||
500 |
$ | 52.060 | 100 | $ | 52.180 | |||||
100 |
$ | 52.070 | 294 | $ | 52.190 | |||||
100 |
$ | 52.100 | 300 | $ | 52.200 | |||||
100 |
$ | 52.105 | 400 | $ | 52.700 | |||||
100 |
$ | 52.150 | 100 | $ | 52.705 | |||||
100 |
$ | 52.160 | 166 | $ | 52.710 | |||||
400 |
$ | 52.200 | 100 | $ | 52.730 | |||||
300 |
$ | 52.210 | 100 | $ | 52.750 | |||||
200 |
$ | 52.215 | 98 | $ | 52.830 | |||||
200 |
$ | 52.216 | 2 | $ | 52.880 |
On December 13, 2012, James L. Dolan exercised options to purchase 16,000 shares of Class A Common Stock at an exercise price of $9.14 per share and 40,000 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 50.684 | 400 | $ | 51.000 | |||||
300 |
$ | 50.710 | 100 | $ | 51.030 | |||||
100 |
$ | 50.720 | 100 | $ | 51.060 | |||||
400 |
$ | 50.730 | 200 | $ | 51.080 | |||||
300 |
$ | 50.740 | 100 | $ | 51.085 | |||||
300 |
$ | 50.750 | 300 | $ | 51.090 | |||||
200 |
$ | 50.770 | 100 | $ | 51.100 | |||||
200 |
$ | 50.780 | 188 | $ | 51.110 | |||||
200 |
$ | 50.790 | 200 | $ | 51.120 | |||||
400 |
$ | 50.830 | 200 | $ | 51.140 | |||||
500 |
$ | 50.840 | 212 | $ | 51.150 | |||||
300 |
$ | 50.850 | 100 | $ | 51.153 | |||||
400 |
$ | 50.860 | 200 | $ | 51.155 | |||||
2,396 |
$ | 50.870 | 100 | $ | 51.160 | |||||
288 |
$ | 50.880 | 100 | $ | 51.170 | |||||
624 |
$ | 50.890 | 400 | $ | 51.180 | |||||
700 |
$ | 50.900 | 100 | $ | 51.185 | |||||
492 |
$ | 50.910 | 200 | $ | 51.185 | |||||
100 |
$ | 50.911 | 200 | $ | 51.190 | |||||
1,200 |
$ | 50.920 | 580 | $ | 51.200 | |||||
100 |
$ | 50.930 | 220 | $ | 51.210 | |||||
801 |
$ | 50.940 | 200 | $ | 51.215 | |||||
400 |
$ | 50.950 | 200 | $ | 51.216 | |||||
399 |
$ | 50.960 | 577 | $ | 51.220 | |||||
1,100 |
$ | 50.970 | 100 | $ | 51.221 | |||||
326 |
$ | 50.980 | 212 | $ | 51.230 | |||||
200 |
$ | 50.981 | 411 | $ | 51.240 | |||||
400 |
$ | 50.990 | 100 | $ | 51.244 | |||||
1,674 |
$ | 51.000 | 400 | $ | 51.250 | |||||
1,046 |
$ | 51.010 | 200 | $ | 51.270 | |||||
500 |
$ | 51.020 | 100 | $ | 51.290 | |||||
100 |
$ | 51.022 | 100 | $ | 51.302 |
68 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
754 |
$ | 51.030 | 400 | $ | 51.306 | |||||
205 |
$ | 51.040 | 400 | $ | 51.310 | |||||
409 |
$ | 51.050 | 200 | $ | 51.320 | |||||
100 |
$ | 51.053 | 200 | $ | 51.330 | |||||
484 |
$ | 51.060 | 300 | $ | 51.340 | |||||
302 |
$ | 51.070 | 200 | $ | 51.362 | |||||
200 |
$ | 51.080 | 200 | $ | 51.370 | |||||
100 |
$ | 51.085 | 100 | $ | 51.375 | |||||
100 |
$ | 51.090 | 423 | $ | 51.390 | |||||
100 |
$ | 51.101 | 300 | $ | 51.400 | |||||
300 |
$ | 51.110 | 300 | $ | 51.408 | |||||
183 |
$ | 51.120 | 230 | $ | 51.410 | |||||
100 |
$ | 51.130 | 100 | $ | 51.426 | |||||
17 |
$ | 51.140 | 649 | $ | 51.430 | |||||
100 |
$ | 51.150 | 235 | $ | 51.440 | |||||
100 |
$ | 51.160 | 263 | $ | 51.450 | |||||
100 |
$ | 51.170 | 100 | $ | 51.456 | |||||
400 |
$ | 51.180 | 100 | $ | 51.460 | |||||
91 |
$ | 51.200 | 300 | $ | 51.470 | |||||
109 |
$ | 51.210 | 300 | $ | 51.490 | |||||
100 |
$ | 51.230 | 2,500 | $ | 51.500 | |||||
200 |
$ | 51.240 | 387 | $ | 51.510 | |||||
100 |
$ | 51.255 | 615 | $ | 51.520 | |||||
2,306 |
$ | 51.000 | 100 | $ | 51.524 | |||||
100 |
$ | 51.005 | 754 | $ | 51.530 | |||||
315 |
$ | 51.010 | 100 | $ | 51.536 | |||||
100 |
$ | 51.020 | 200 | $ | 51.540 | |||||
600 |
$ | 51.050 | 300 | $ | 51.550 | |||||
200 |
$ | 51.056 | 744 | $ | 51.560 | |||||
100 |
$ | 51.058 | 100 | $ | 51.580 | |||||
200 |
$ | 51.070 | 87 | $ | 51.590 | |||||
200 |
$ | 51.090 | 100 | $ | 51.596 | |||||
100 |
$ | 51.095 | 200 | $ | 51.602 | |||||
100 |
$ | 51.130 | 13 | $ | 51.620 | |||||
300 |
$ | 51.140 | 100 | $ | 51.630 | |||||
600 |
$ | 51.150 | 100 | $ | 51.650 | |||||
200 |
$ | 51.160 | 100 | $ | 51.680 | |||||
800 |
$ | 51.170 | 100 | $ | 51.700 | |||||
200 |
$ | 51.180 | 100 | $ | 51.810 | |||||
300 |
$ | 51.190 | 89 | $ | 51.850 | |||||
200 |
$ | 51.200 | 311 | $ | 51.870 | |||||
479 |
$ | 51.210 | 288 | $ | 51.880 | |||||
300 |
$ | 51.220 | 112 | $ | 51.890 | |||||
100 |
$ | 51.230 | 200 | $ | 51.910 | |||||
300 |
$ | 51.240 | 92 | $ | 51.920 | |||||
200 |
$ | 51.250 | 208 | $ | 51.930 | |||||
100 |
$ | 51.260 | 200 | $ | 51.940 | |||||
100 |
$ | 51.270 | 300 | $ | 51.950 | |||||
591 |
$ | 51.280 | 100 | $ | 51.960 | |||||
100 |
$ | 51.290 | 200 | $ | 51.970 | |||||
200 |
$ | 51.300 | 100 | $ | 52.000 | |||||
109 |
$ | 51.310 | 200 | $ | 52.080 | |||||
100 |
$ | 51.360 | 100 | $ | 52.120 |
69 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
200 |
$ | 51.370 | 100 | $ | 52.140 | |||||
152 |
$ | 51.380 | 100 | $ | 52.150 | |||||
348 |
$ | 51.390 | 100 | $ | 52.260 | |||||
100 |
$ | 51.410 | 100 | $ | 52.287 | |||||
100 |
$ | 51.450 | 97 | $ | 52.300 | |||||
100 |
$ | 51.464 | 3 | $ | 52.310 | |||||
100 |
$ | 51.464 | 100 | $ | 52.320 | |||||
200 |
$ | 51.500 | 200 | $ | 52.330 | |||||
100 |
$ | 51.516 | 300 | $ | 52.340 | |||||
100 |
$ | 51.520 | 100 | $ | 52.350 | |||||
100 |
$ | 51.540 | 200 | $ | 52.370 | |||||
100 |
$ | 51.600 | 100 | $ | 52.380 | |||||
100 |
$ | 51.630 | 100 | $ | 52.410 | |||||
100 |
$ | 51.650 | 100 | $ | 51.700 | |||||
200 |
$ | 51.660 |
On December 13, 2012, Charles F. Dolan exercised options to purchase 49,600 shares of Class A Common Stock at an exercise price of $13.55 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 50.690 | 200 | $ | 51.140 | |||||
100 |
$ | 50.710 | 200 | $ | 51.147 | |||||
300 |
$ | 50.720 | 200 | $ | 51.150 | |||||
200 |
$ | 50.730 | 200 | $ | 51.155 | |||||
300 |
$ | 50.740 | 184 | $ | 51.160 | |||||
300 |
$ | 50.750 | 16 | $ | 51.170 | |||||
300 |
$ | 50.770 | 100 | $ | 51.180 | |||||
463 |
$ | 50.780 | 100 | $ | 51.185 | |||||
37 |
$ | 50.790 | 100 | $ | 51.190 | |||||
400 |
$ | 50.800 | 200 | $ | 51.195 | |||||
300 |
$ | 50.830 | 300 | $ | 51.200 | |||||
400 |
$ | 50.840 | 400 | $ | 51.210 | |||||
173 |
$ | 50.850 | 200 | $ | 51.216 | |||||
100 |
$ | 50.852 | 400 | $ | 51.220 | |||||
527 |
$ | 50.860 | 100 | $ | 51.225 | |||||
1,000 |
$ | 50.870 | 100 | $ | 51.230 | |||||
100 |
$ | 50.880 | 500 | $ | 51.240 | |||||
900 |
$ | 50.890 | 400 | $ | 51.250 | |||||
440 |
$ | 50.900 | 100 | $ | 51.260 | |||||
300 |
$ | 50.910 | 200 | $ | 51.290 | |||||
201 |
$ | 50.920 | 100 | $ | 51.300 | |||||
500 |
$ | 50.930 | 400 | $ | 51.310 | |||||
599 |
$ | 50.940 | 100 | $ | 51.316 | |||||
400 |
$ | 50.950 | 100 | $ | 51.320 | |||||
200 |
$ | 50.951 | 100 | $ | 51.330 | |||||
1,400 |
$ | 50.960 | 100 | $ | 51.331 | |||||
100 |
$ | 50.960 | 100 | $ | 51.345 | |||||
700 |
$ | 50.970 | 600 | $ | 51.350 | |||||
700 |
$ | 50.980 | 100 | $ | 51.359 | |||||
200 |
$ | 50.981 | 100 | $ | 51.360 | |||||
600 |
$ | 50.990 | 200 | $ | 51.362 |
70 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 50.994 | 500 | $ | 51.370 | |||||
900 |
$ | 51.000 | 100 | $ | 51.388 | |||||
100 |
$ | 51.002 | 100 | $ | 51.394 | |||||
500 |
$ | 51.010 | 100 | $ | 51.400 | |||||
100 |
$ | 51.015 | 500 | $ | 51.410 | |||||
774 |
$ | 51.020 | 100 | $ | 51.415 | |||||
100 |
$ | 51.025 | 100 | $ | 51.420 | |||||
826 |
$ | 51.030 | 100 | $ | 51.430 | |||||
398 |
$ | 51.040 | 100 | $ | 51.436 | |||||
10 |
$ | 51.050 | 100 | $ | 51.440 | |||||
100 |
$ | 51.051 | 100 | $ | 51.450 | |||||
526 |
$ | 51.060 | 100 | $ | 51.454 | |||||
276 |
$ | 51.070 | 100 | $ | 51.467 | |||||
200 |
$ | 51.080 | 200 | $ | 51.470 | |||||
400 |
$ | 51.090 | 100 | $ | 51.479 | |||||
100 |
$ | 51.102 | 200 | $ | 51.480 | |||||
400 |
$ | 51.110 | 100 | $ | 51.490 | |||||
100 |
$ | 51.120 | 2,500 | $ | 51.500 | |||||
100 |
$ | 51.150 | 552 | $ | 51.510 | |||||
100 |
$ | 51.180 | 100 | $ | 51.514 | |||||
100 |
$ | 51.190 | 708 | $ | 51.520 | |||||
200 |
$ | 51.210 | 100 | $ | 51.525 | |||||
100 |
$ | 51.230 | 565 | $ | 51.530 | |||||
400 |
$ | 51.240 | 689 | $ | 51.540 | |||||
100 |
$ | 51.250 | 100 | $ | 51.545 | |||||
300 |
$ | 51.050 | 115 | $ | 51.550 | |||||
100 |
$ | 51.060 | 505 | $ | 51.560 | |||||
88 |
$ | 51.080 | 100 | $ | 51.565 | |||||
212 |
$ | 51.090 | 100 | $ | 51.570 | |||||
100 |
$ | 51.096 | 100 | $ | 51.575 | |||||
200 |
$ | 51.120 | 16 | $ | 51.580 | |||||
100 |
$ | 51.130 | 300 | $ | 51.590 | |||||
200 |
$ | 51.140 | 100 | $ | 51.600 | |||||
100 |
$ | 51.150 | 200 | $ | 51.610 | |||||
200 |
$ | 51.160 | 100 | $ | 51.630 | |||||
100 |
$ | 51.164 | 100 | $ | 51.670 | |||||
100 |
$ | 51.170 | 100 | $ | 51.705 | |||||
200 |
$ | 51.190 | 100 | $ | 52.270 | |||||
200 |
$ | 51.200 | 100 | $ | 52.530 | |||||
900 |
$ | 51.210 | 110 | $ | 51.690 | |||||
300 |
$ | 51.220 | 20 | $ | 51.700 | |||||
291 |
$ | 51.230 | 100 | $ | 51.790 | |||||
100 |
$ | 51.240 | 100 | $ | 51.810 | |||||
200 |
$ | 51.250 | 100 | $ | 51.840 | |||||
200 |
$ | 51.270 | 100 | $ | 51.870 | |||||
400 |
$ | 51.280 | 100 | $ | 51.880 | |||||
9 |
$ | 51.290 | 100 | $ | 51.890 | |||||
200 |
$ | 51.300 | 185 | $ | 51.900 | |||||
200 |
$ | 51.320 | 215 | $ | 51.910 | |||||
100 |
$ | 51.330 | 300 | $ | 51.920 | |||||
26 |
$ | 51.350 | 205 | $ | 51.930 | |||||
474 |
$ | 51.360 | 100 | $ | 51.940 | |||||
200 |
$ | 51.390 | 100 | $ | 51.950 |
Page 71 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 51.410 | 295 | $ | 51.960 | |||||
200 |
$ | 51.430 | 200 | $ | 51.970 | |||||
200 |
$ | 51.450 | 100 | $ | 52.000 | |||||
200 |
$ | 51.470 | 100 | $ | 52.080 | |||||
91 |
$ | 51.490 | 100 | $ | 52.100 | |||||
83 |
$ | 51.500 | 100 | $ | 52.130 | |||||
26 |
$ | 51.520 | 100 | $ | 52.170 | |||||
200 |
$ | 51.530 | 100 | $ | 52.230 | |||||
100 |
$ | 51.570 | 180 | $ | 52.280 | |||||
100 |
$ | 51.653 | 20 | $ | 52.300 | |||||
170 |
$ | 51.670 | 100 | $ | 52.330 | |||||
100 |
$ | 51.680 | 100 | $ | 52.340 | |||||
400 |
$ | 51.000 | 300 | $ | 52.380 | |||||
100 |
$ | 51.030 | 100 | $ | 52.390 | |||||
100 |
$ | 51.070 | 200 | $ | 52.510 | |||||
200 |
$ | 51.080 | 100 | $ | 52.518 | |||||
100 |
$ | 51.085 | 700 | $ | 52.520 | |||||
100 |
$ | 51.090 | 100 | $ | 52.540 | |||||
200 |
$ | 51.110 | 100 | $ | 52.570 | |||||
300 |
$ | 51.120 | 100 | $ | 52.628 | |||||
100 |
$ | 51.130 |
On December 14, 2012, James L. Dolan exercised options to purchase 17,362 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
200 |
$ | 50.590 | 100 | $ | 50.900 | |||||
100 |
$ | 50.600 | 400 | $ | 50.910 | |||||
301 |
$ | 50.610 | 388 | $ | 50.920 | |||||
100 |
$ | 50.620 | 412 | $ | 50.930 | |||||
599 |
$ | 50.630 | 790 | $ | 50.940 | |||||
100 |
$ | 50.632 | 415 | $ | 50.950 | |||||
200 |
$ | 50.640 | 410 | $ | 50.960 | |||||
700 |
$ | 50.650 | 361 | $ | 50.970 | |||||
500 |
$ | 50.660 | 39 | $ | 50.980 | |||||
410 |
$ | 50.680 | 200 | $ | 50.990 | |||||
100 |
$ | 50.690 | 800 | $ | 51.000 | |||||
300 |
$ | 50.700 | 200 | $ | 51.010 | |||||
100 |
$ | 50.700 | 658 | $ | 51.020 | |||||
100 |
$ | 50.710 | 100 | $ | 51.024 | |||||
100 |
$ | 50.722 | 42 | $ | 51.030 | |||||
90 |
$ | 50.730 | 300 | $ | 51.040 | |||||
201 |
$ | 50.740 | 200 | $ | 51.050 | |||||
99 |
$ | 50.750 | 100 | $ | 51.052 | |||||
300 |
$ | 50.760 | 200 | $ | 51.060 | |||||
200 |
$ | 50.770 | 100 | $ | 51.070 | |||||
100 |
$ | 50.790 | 100 | $ | 51.075 | |||||
300 |
$ | 50.800 | 100 | $ | 51.080 | |||||
300 |
$ | 50.810 | 100 | $ | 51.100 | |||||
100 |
$ | 50.816 | 100 | $ | 51.120 |
Page 72 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
400 |
$ | 50.820 | 200 | $ | 51.140 | |||||
200 |
$ | 50.830 | 100 | $ | 51.150 | |||||
100 |
$ | 50.834 | 400 | $ | 51.160 | |||||
600 |
$ | 50.840 | 100 | $ | 51.175 | |||||
100 |
$ | 50.850 | 100 | $ | 51.230 | |||||
881 |
$ | 50.860 | 100 | $ | 51.250 | |||||
19 |
$ | 50.867 | 100 | $ | 51.290 | |||||
200 |
$ | 50.870 | 62 | $ | 51.320 | |||||
789 |
$ | 50.880 | 100 | $ | 51.350 | |||||
100 |
$ | 50.883 | 100 | $ | 51.390 | |||||
396 |
$ | 50.890 |
On December 14, 2012, Charles F. Dolan exercised options to purchase 16,811 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 50.590 | 300 | $ | 50.900 | |||||
91 |
$ | 50.600 | 516 | $ | 50.910 | |||||
409 |
$ | 50.610 | 400 | $ | 50.920 | |||||
300 |
$ | 50.620 | 511 | $ | 50.930 | |||||
500 |
$ | 50.630 | 899 | $ | 50.940 | |||||
100 |
$ | 50.632 | 401 | $ | 50.950 | |||||
400 |
$ | 50.650 | 200 | $ | 50.960 | |||||
600 |
$ | 50.660 | 100 | $ | 50.968 | |||||
300 |
$ | 50.680 | 200 | $ | 50.970 | |||||
100 |
$ | 50.680 | 275 | $ | 50.980 | |||||
100 |
$ | 50.682 | 400 | $ | 50.990 | |||||
100 |
$ | 50.690 | 587 | $ | 51.000 | |||||
300 |
$ | 50.700 | 100 | $ | 51.002 | |||||
100 |
$ | 50.710 | 313 | $ | 51.010 | |||||
100 |
$ | 50.711 | 650 | $ | 51.020 | |||||
200 |
$ | 50.720 | 50 | $ | 51.030 | |||||
100 |
$ | 50.721 | 100 | $ | 51.040 | |||||
100 |
$ | 50.740 | 400 | $ | 51.060 | |||||
100 |
$ | 50.745 | 200 | $ | 51.070 | |||||
400 |
$ | 50.760 | 93 | $ | 51.090 | |||||
100 |
$ | 50.770 | 100 | $ | 51.110 | |||||
187 |
$ | 50.790 | 100 | $ | 51.125 | |||||
363 |
$ | 50.800 | 100 | $ | 51.130 | |||||
50 |
$ | 50.802 | 100 | $ | 51.140 | |||||
200 |
$ | 50.810 | 100 | $ | 51.150 | |||||
200 |
$ | 50.820 | 100 | $ | 51.179 | |||||
100 |
$ | 50.825 | 200 | $ | 51.180 | |||||
500 |
$ | 50.840 | 7 | $ | 51.190 | |||||
400 |
$ | 50.850 | 100 | $ | 51.200 | |||||
100 |
$ | 50.853 | 200 | $ | 51.220 | |||||
500 |
$ | 50.860 | 100 | $ | 51.250 | |||||
100 |
$ | 50.862 | 100 | $ | 51.270 | |||||
100 |
$ | 50.870 | 100 | $ | 51.350 | |||||
709 |
$ | 50.880 | 25 | $ | 51.390 | |||||
500 |
$ | 50.890 | 75 | $ | 51.400 |
Page 73 of 88
On December 17, 2012, James L. Dolan exercised options to purchase 40,000 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 50.540 | 2,290 | $ | 50.900 | |||||
7 |
$ | 50.610 | 1,877 | $ | 50.910 | |||||
200 |
$ | 50.625 | 1,010 | $ | 50.920 | |||||
393 |
$ | 50.630 | 200 | $ | 50.925 | |||||
100 |
$ | 50.670 | 724 | $ | 50.930 | |||||
200 |
$ | 50.680 | 1,641 | $ | 50.940 | |||||
100 |
$ | 50.690 | 100 | $ | 50.945 | |||||
100 |
$ | 50.700 | 100 | $ | 50.949 | |||||
500 |
$ | 50.710 | 335 | $ | 50.950 | |||||
100 |
$ | 50.715 | 100 | $ | 50.955 | |||||
200 |
$ | 50.720 | 400 | $ | 50.960 | |||||
800 |
$ | 50.730 | 100 | $ | 50.962 | |||||
1,123 |
$ | 50.740 | 500 | $ | 50.970 | |||||
1,200 |
$ | 50.750 | 100 | $ | 50.975 | |||||
800 |
$ | 50.760 | 100 | $ | 50.980 | |||||
100 |
$ | 50.763 | 400 | $ | 50.990 | |||||
600 |
$ | 50.770 | 1,500 | $ | 51.000 | |||||
200 |
$ | 50.775 | 100 | $ | 51.008 | |||||
540 |
$ | 50.780 | 1,400 | $ | 51.010 | |||||
617 |
$ | 50.790 | 200 | $ | 51.020 | |||||
19 |
$ | 50.791 | 300 | $ | 51.030 | |||||
100 |
$ | 50.793 | 200 | $ | 51.040 | |||||
100 |
$ | 50.795 | 2,500 | $ | 51.050 | |||||
100 |
$ | 50.798 | 100 | $ | 51.055 | |||||
200 |
$ | 50.800 | 559 | $ | 51.060 | |||||
309 |
$ | 50.810 | 541 | $ | 51.070 | |||||
200 |
$ | 50.820 | 200 | $ | 51.080 | |||||
100 |
$ | 50.825 | 800 | $ | 51.090 | |||||
600 |
$ | 50.830 | 100 | $ | 51.095 | |||||
800 |
$ | 50.840 | 1,500 | $ | 51.100 | |||||
200 |
$ | 50.845 | 100 | $ | 51.105 | |||||
367 |
$ | 50.850 | 200 | $ | 51.110 | |||||
1,360 |
$ | 50.860 | 37 | $ | 51.130 | |||||
1,667 |
$ | 50.870 | 2,196 | $ | 51.140 | |||||
1,148 |
$ | 50.880 | 400 | $ | 51.160 | |||||
540 |
$ | 50.890 | 1,200 | $ | 51.180 | |||||
100 |
$ | 50.895 |
Page 74 of 88
On December 17, 2012, Charles F. Dolan exercised options to purchase 40,000 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 50.570 | 100 | $ | 50.905 | |||||
200 |
$ | 50.620 | 933 | $ | 50.910 | |||||
100 |
$ | 50.625 | 205 | $ | 50.920 | |||||
100 |
$ | 50.685 | 1,821 | $ | 50.930 | |||||
300 |
$ | 50.690 | 1,729 | $ | 50.940 | |||||
100 |
$ | 50.698 | 345 | $ | 50.950 | |||||
200 |
$ | 50.700 | 200 | $ | 50.955 | |||||
800 |
$ | 50.710 | 617 | $ | 50.960 | |||||
700 |
$ | 50.720 | 100 | $ | 50.962 | |||||
900 |
$ | 50.730 | 100 | $ | 50.970 | |||||
600 |
$ | 50.740 | 1,131 | $ | 50.980 | |||||
1,100 |
$ | 50.750 | 100 | $ | 50.985 | |||||
100 |
$ | 50.753 | 200 | $ | 50.990 | |||||
500 |
$ | 50.760 | 683 | $ | 51.000 | |||||
200 |
$ | 50.761 | 410 | $ | 51.010 | |||||
100 |
$ | 50.764 | 200 | $ | 51.020 | |||||
200 |
$ | 50.765 | 100 | $ | 51.025 | |||||
347 |
$ | 50.770 | 200 | $ | 51.030 | |||||
600 |
$ | 50.780 | 300 | $ | 51.040 | |||||
100 |
$ | 50.790 | 2,300 | $ | 51.050 | |||||
100 |
$ | 50.800 | 2,100 | $ | 51.060 | |||||
400 |
$ | 50.810 | 800 | $ | 51.070 | |||||
100 |
$ | 50.815 | 400 | $ | 51.080 | |||||
200 |
$ | 50.825 | 400 | $ | 51.090 | |||||
271 |
$ | 50.830 | 100 | $ | 51.095 | |||||
1,100 |
$ | 50.840 | 1,400 | $ | 51.100 | |||||
600 |
$ | 50.850 | 300 | $ | 51.105 | |||||
902 |
$ | 50.860 | 200 | $ | 51.110 | |||||
100 |
$ | 50.865 | 1 | $ | 51.130 | |||||
3,632 |
$ | 50.870 | 1,690 | $ | 51.140 | |||||
2,000 |
$ | 50.880 | 100 | $ | 51.150 | |||||
300 |
$ | 50.885 | 200 | $ | 51.160 | |||||
1,195 |
$ | 50.890 | 600 | $ | 51.180 | |||||
888 |
$ | 50.900 | 800 | $ | 51.190 |
On December 18, 2012, James L. Dolan exercised options to purchase 53,094 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
3,600 |
$ | 50.500 | 300 | $ | 50.875 | |||||
200 |
$ | 50.510 | 1,189 | $ | 50.890 | |||||
500 |
$ | 50.520 | 2,000 | $ | 50.900 | |||||
100 |
$ | 50.540 | 227 | $ | 50.910 | |||||
200 |
$ | 50.550 | 400 | $ | 50.915 | |||||
100 |
$ | 50.560 | 100 | $ | 50.916 | |||||
100 |
$ | 50.575 | 300 | $ | 50.920 |
Page 75 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
600 |
$ | 50.580 | 600 | $ | 50.950 | |||||
91 |
$ | 50.590 | 100 | $ | 50.955 | |||||
1,200 |
$ | 50.600 | 100 | $ | 50.970 | |||||
100 |
$ | 50.605 | 400 | $ | 50.975 | |||||
1,409 |
$ | 50.610 | 200 | $ | 50.990 | |||||
600 |
$ | 50.620 | 1,900 | $ | 51.000 | |||||
100 |
$ | 50.630 | 200 | $ | 51.010 | |||||
400 |
$ | 50.640 | 140 | $ | 51.015 | |||||
100 |
$ | 50.645 | 100 | $ | 51.020 | |||||
100 |
$ | 50.670 | 100 | $ | 51.025 | |||||
200 |
$ | 50.685 | 100 | $ | 51.026 | |||||
100 |
$ | 50.690 | 100 | $ | 51.030 | |||||
100 |
$ | 50.692 | 100 | $ | 51.040 | |||||
600 |
$ | 50.700 | 164 | $ | 51.050 | |||||
100 |
$ | 50.705 | 100 | $ | 51.117 | |||||
1,186 |
$ | 50.710 | 200 | $ | 51.120 | |||||
300 |
$ | 50.715 | 293 | $ | 50.500 | |||||
100 |
$ | 50.719 | 800 | $ | 50.520 | |||||
1,081 |
$ | 50.720 | 200 | $ | 50.522 | |||||
100 |
$ | 50.722 | 400 | $ | 50.530 | |||||
100 |
$ | 50.725 | 300 | $ | 50.540 | |||||
100 |
$ | 50.727 | 201 | $ | 50.550 | |||||
752 |
$ | 50.730 | 400 | $ | 50.560 | |||||
800 |
$ | 50.735 | 800 | $ | 50.570 | |||||
100 |
$ | 50.740 | 191 | $ | 50.630 | |||||
100 |
$ | 50.745 | 9 | $ | 50.640 | |||||
200 |
$ | 50.750 | 100 | $ | 50.670 | |||||
800 |
$ | 50.760 | 100 | $ | 50.690 | |||||
200 |
$ | 50.770 | 100 | $ | 50.710 | |||||
1,000 |
$ | 50.775 | 714 | $ | 50.720 | |||||
600 |
$ | 50.780 | 986 | $ | 50.730 | |||||
100 |
$ | 50.785 | 500 | $ | 50.740 | |||||
967 |
$ | 50.790 | 500 | $ | 50.750 | |||||
400 |
$ | 50.795 | 338 | $ | 50.760 | |||||
100 |
$ | 50.797 | 362 | $ | 50.770 | |||||
1,563 |
$ | 50.800 | 444 | $ | 50.780 | |||||
100 |
$ | 50.805 | 156 | $ | 50.790 | |||||
694 |
$ | 50.810 | 400 | $ | 50.800 | |||||
200 |
$ | 50.815 | 392 | $ | 50.810 | |||||
1,306 |
$ | 50.820 | 608 | $ | 50.820 | |||||
400 |
$ | 50.835 | 100 | $ | 50.821 | |||||
400 |
$ | 50.845 | 1,000 | $ | 50.830 | |||||
4,256 |
$ | 50.850 | 500 | $ | 50.840 | |||||
200 |
$ | 50.855 | 300 | $ | 50.850 | |||||
200 |
$ | 50.858 | 682 | $ | 50.870 | |||||
100 |
$ | 50.859 | 400 | $ | 50.880 | |||||
1,061 |
$ | 50.860 | 218 | $ | 50.890 | |||||
714 |
$ | 50.870 | 600 | $ | 50.910 |
Page 76 of 88
On December 18, 2012, Charles F. Dolan exercised options to purchase 53,000 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
2,500 |
$ | 50.500 | 600 | $ | 50.915 | |||||
340 |
$ | 50.510 | 400 | $ | 50.920 | |||||
1,000 |
$ | 50.519 | 100 | $ | 50.930 | |||||
760 |
$ | 50.520 | 300 | $ | 50.940 | |||||
200 |
$ | 50.540 | 500 | $ | 50.970 | |||||
100 |
$ | 50.575 | 400 | $ | 50.975 | |||||
100 |
$ | 50.580 | 100 | $ | 50.980 | |||||
300 |
$ | 50.590 | 100 | $ | 50.985 | |||||
400 |
$ | 50.600 | 1,421 | $ | 51.000 | |||||
1,800 |
$ | 50.610 | 200 | $ | 51.010 | |||||
100 |
$ | 50.615 | 485 | $ | 51.020 | |||||
1,100 |
$ | 50.620 | 100 | $ | 51.025 | |||||
500 |
$ | 50.640 | 100 | $ | 51.026 | |||||
200 |
$ | 50.645 | 200 | $ | 51.030 | |||||
500 |
$ | 50.650 | 200 | $ | 51.050 | |||||
100 |
$ | 50.655 | 235 | $ | 51.070 | |||||
300 |
$ | 50.660 | 65 | $ | 51.080 | |||||
750 |
$ | 50.670 | 100 | $ | 51.100 | |||||
192 |
$ | 50.680 | 300 | $ | 51.105 | |||||
200 |
$ | 50.685 | 300 | $ | 51.117 | |||||
812 |
$ | 50.690 | 100 | $ | 51.118 | |||||
100 |
$ | 50.692 | 190 | $ | 51.120 | |||||
789 |
$ | 50.700 | 500 | $ | 50.500 | |||||
400 |
$ | 50.705 | 200 | $ | 50.510 | |||||
911 |
$ | 50.710 | 100 | $ | 50.522 | |||||
100 |
$ | 50.715 | 450 | $ | 50.530 | |||||
200 |
$ | 50.720 | 50 | $ | 50.540 | |||||
200 |
$ | 50.730 | 400 | $ | 50.550 | |||||
400 |
$ | 50.740 | 300 | $ | 50.553 | |||||
1,426 |
$ | 50.750 | 100 | $ | 50.557 | |||||
109 |
$ | 50.760 | 450 | $ | 50.560 | |||||
456 |
$ | 50.770 | 450 | $ | 50.570 | |||||
1,115 |
$ | 50.780 | 100 | $ | 50.573 | |||||
200 |
$ | 50.785 | 200 | $ | 50.590 | |||||
400 |
$ | 50.790 | 100 | $ | 50.600 | |||||
600 |
$ | 50.795 | 100 | $ | 50.630 | |||||
100 |
$ | 50.799 | 100 | $ | 50.670 | |||||
786 |
$ | 50.800 | 100 | $ | 50.690 | |||||
214 |
$ | 50.810 | 200 | $ | 50.710 | |||||
100 |
$ | 50.815 | 500 | $ | 50.720 | |||||
400 |
$ | 50.820 | 900 | $ | 50.730 | |||||
1,000 |
$ | 50.830 | 200 | $ | 50.735 | |||||
300 |
$ | 50.840 | 700 | $ | 50.740 | |||||
2,200 |
$ | 50.850 | 300 | $ | 50.750 | |||||
400 |
$ | 50.858 | 744 | $ | 50.760 | |||||
200 |
$ | 50.860 | 256 | $ | 50.770 | |||||
544 |
$ | 50.865 | 300 | $ | 50.780 | |||||
1,235 |
$ | 50.870 | 200 | $ | 50.800 | |||||
200 |
$ | 50.875 | 200 | $ | 50.810 |
Page 77 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
1,363 |
$ | 50.880 | 700 | $ | 50.820 | |||||
1,300 |
$ | 50.885 | 1,414 | $ | 50.830 | |||||
100 |
$ | 50.888 | 564 | $ | 50.840 | |||||
538 |
$ | 50.890 | 86 | $ | 50.845 | |||||
100 |
$ | 50.894 | 36 | $ | 50.850 | |||||
1,200 |
$ | 50.895 | 900 | $ | 50.870 | |||||
1,100 |
$ | 50.900 | 800 | $ | 50.880 | |||||
100 |
$ | 50.910 | 200 | $ | 50.890 | |||||
300 |
$ | 50.915 | 100 | $ | 50.900 | |||||
64 |
$ | 50.920 |
On December 19, 2012, James L. Dolan exercised options to purchase 36,900 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
500 |
$ | 50.000 | 200 | $ | 49.510 | |||||
100 |
$ | 50.010 | 100 | $ | 49.515 | |||||
100 |
$ | 50.020 | 520 | $ | 49.520 | |||||
200 |
$ | 50.030 | 1,080 | $ | 49.530 | |||||
107 |
$ | 50.040 | 600 | $ | 49.540 | |||||
393 |
$ | 50.050 | 797 | $ | 49.550 | |||||
400 |
$ | 50.150 | 3 | $ | 49.552 | |||||
500 |
$ | 50.155 | 500 | $ | 49.560 | |||||
200 |
$ | 50.160 | 770 | $ | 49.570 | |||||
100 |
$ | 50.169 | 30 | $ | 49.574 | |||||
800 |
$ | 50.170 | 1,700 | $ | 49.580 | |||||
300 |
$ | 50.175 | 1,098 | $ | 49.585 | |||||
100 |
$ | 50.179 | 100 | $ | 49.589 | |||||
200 |
$ | 50.180 | 1,000 | $ | 49.590 | |||||
100 |
$ | 50.188 | 400 | $ | 49.595 | |||||
200 |
$ | 50.200 | 100 | $ | 49.597 | |||||
200 |
$ | 50.205 | 100 | $ | 49.598 | |||||
100 |
$ | 50.225 | 100 | $ | 49.599 | |||||
200 |
$ | 50.290 | 1,300 | $ | 49.600 | |||||
100 |
$ | 50.310 | 100 | $ | 49.610 | |||||
600 |
$ | 50.350 | 1,000 | $ | 49.620 | |||||
100 |
$ | 50.357 | 200 | $ | 49.625 | |||||
200 |
$ | 50.359 | 400 | $ | 49.630 | |||||
200 |
$ | 50.360 | 164 | $ | 49.640 | |||||
799 |
$ | 50.370 | 438 | $ | 49.650 | |||||
100 |
$ | 50.379 | 100 | $ | 49.660 | |||||
1 |
$ | 50.390 | 200 | $ | 49.670 | |||||
400 |
$ | 50.400 | 100 | $ | 49.680 | |||||
100 |
$ | 50.420 | 400 | $ | 49.690 | |||||
100 |
$ | 50.470 | 3,616 | $ | 49.700 | |||||
100 |
$ | 50.510 | 100 | $ | 49.705 | |||||
100 |
$ | 50.620 | 900 | $ | 49.710 | |||||
100 |
$ | 49.370 | 600 | $ | 49.720 | |||||
200 |
$ | 49.380 | 100 | $ | 49.730 | |||||
300 |
$ | 49.390 | 84 | $ | 49.740 |
78 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 49.395 | 200 | $ | 49.750 | |||||
200 |
$ | 49.400 | 100 | $ | 49.760 | |||||
100 |
$ | 49.411 | 100 | $ | 49.770 | |||||
900 |
$ | 49.420 | 100 | $ | 49.780 | |||||
300 |
$ | 49.430 | 200 | $ | 49.800 | |||||
400 |
$ | 49.440 | 100 | $ | 49.810 | |||||
200 |
$ | 49.450 | 100 | $ | 49.820 | |||||
919 |
$ | 49.460 | 1,200 | $ | 49.830 | |||||
600 |
$ | 49.470 | 500 | $ | 49.840 | |||||
981 |
$ | 49.480 | 100 | $ | 49.850 | |||||
100 |
$ | 49.482 | 100 | $ | 49.880 | |||||
900 |
$ | 49.490 | 100 | $ | 49.885 | |||||
1,000 |
$ | 49.500 |
On December 19, 2012, Charles F. Dolan exercised options to purchase 37,040 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
640 |
$ | 50.000 | 451 | $ | 49.450 | |||||
300 |
$ | 50.010 | 800 | $ | 49.460 | |||||
200 |
$ | 50.020 | 800 | $ | 49.470 | |||||
200 |
$ | 50.040 | 932 | $ | 49.480 | |||||
100 |
$ | 50.050 | 100 | $ | 49.489 | |||||
100 |
$ | 50.060 | 968 | $ | 49.490 | |||||
100 |
$ | 50.090 | 600 | $ | 49.500 | |||||
400 |
$ | 50.150 | 800 | $ | 49.510 | |||||
200 |
$ | 50.155 | 922 | $ | 49.520 | |||||
582 |
$ | 50.160 | 100 | $ | 49.529 | |||||
200 |
$ | 50.165 | 778 | $ | 49.530 | |||||
100 |
$ | 50.168 | 260 | $ | 49.540 | |||||
100 |
$ | 50.169 | 696 | $ | 49.550 | |||||
300 |
$ | 50.170 | 344 | $ | 49.560 | |||||
100 |
$ | 50.175 | 1,100 | $ | 49.570 | |||||
400 |
$ | 50.180 | 200 | $ | 49.575 | |||||
18 |
$ | 50.190 | 900 | $ | 49.580 | |||||
100 |
$ | 50.210 | 1,300 | $ | 49.585 | |||||
300 |
$ | 50.230 | 1,800 | $ | 49.590 | |||||
100 |
$ | 50.240 | 800 | $ | 49.595 | |||||
400 |
$ | 50.260 | 544 | $ | 49.600 | |||||
100 |
$ | 50.265 | 200 | $ | 49.610 | |||||
400 |
$ | 50.300 | 132 | $ | 49.620 | |||||
100 |
$ | 50.306 | 100 | $ | 49.625 | |||||
100 |
$ | 50.340 | 164 | $ | 49.630 | |||||
100 |
$ | 50.350 | 736 | $ | 49.640 | |||||
100 |
$ | 50.358 | 824 | $ | 49.650 | |||||
200 |
$ | 50.359 | 400 | $ | 49.660 | |||||
100 |
$ | 50.360 | 200 | $ | 49.670 | |||||
100 |
$ | 50.375 | 3,700 | $ | 49.680 | |||||
100 |
$ | 50.385 | 1,500 | $ | 49.690 | |||||
100 |
$ | 50.395 | 100 | $ | 49.700 |
79 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
400 |
$ | 50.400 | 500 | $ | 49.710 | |||||
900 |
$ | 50.410 | 100 | $ | 49.730 | |||||
200 |
$ | 50.500 | 100 | $ | 49.740 | |||||
100 |
$ | 50.510 | 80 | $ | 49.760 | |||||
100 |
$ | 50.730 | 100 | $ | 49.763 | |||||
100 |
$ | 49.370 | 120 | $ | 49.770 | |||||
200 |
$ | 49.380 | 118 | $ | 49.790 | |||||
100 |
$ | 49.381 | 100 | $ | 49.792 | |||||
200 |
$ | 49.390 | 682 | $ | 49.800 | |||||
200 |
$ | 49.400 | 400 | $ | 49.810 | |||||
500 |
$ | 49.410 | 400 | $ | 49.820 | |||||
243 |
$ | 49.420 | 100 | $ | 49.860 | |||||
500 |
$ | 49.430 | 100 | $ | 49.870 | |||||
306 |
$ | 49.440 | 200 | $ | 49.880 | |||||
100 |
$ | 49.441 | 100 | $ | 49.920 |
On December 20, 2012, James L. Dolan exercised options to purchase 32,819 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
86 |
$ | 49.200 | 500 | $ | 49.580 | |||||
200 |
$ | 49.240 | 100 | $ | 49.590 | |||||
100 |
$ | 49.250 | 1,900 | $ | 49.600 | |||||
100 |
$ | 49.253 | 700 | $ | 49.610 | |||||
82 |
$ | 49.270 | 100 | $ | 49.612 | |||||
218 |
$ | 49.280 | 100 | $ | 49.615 | |||||
100 |
$ | 49.290 | 100 | $ | 49.618 | |||||
300 |
$ | 49.310 | 900 | $ | 49.620 | |||||
700 |
$ | 49.320 | 100 | $ | 49.625 | |||||
100 |
$ | 49.325 | 400 | $ | 49.630 | |||||
481 |
$ | 49.330 | 100 | $ | 49.635 | |||||
100 |
$ | 49.335 | 600 | $ | 49.640 | |||||
219 |
$ | 49.340 | 300 | $ | 49.645 | |||||
200 |
$ | 49.350 | 300 | $ | 49.650 | |||||
200 |
$ | 49.360 | 183 | $ | 49.660 | |||||
300 |
$ | 49.370 | 200 | $ | 49.670 | |||||
300 |
$ | 49.380 | 68 | $ | 49.690 | |||||
300 |
$ | 49.390 | 550 | $ | 49.700 | |||||
200 |
$ | 49.400 | 100 | $ | 49.705 | |||||
200 |
$ | 49.410 | 217 | $ | 49.710 | |||||
100 |
$ | 49.414 | 100 | $ | 49.720 | |||||
910 |
$ | 49.420 | 182 | $ | 49.730 | |||||
100 |
$ | 49.425 | 200 | $ | 49.740 | |||||
1,490 |
$ | 49.430 | 100 | $ | 49.760 | |||||
1,500 |
$ | 49.440 | 1,081 | $ | 49.820 | |||||
1,700 |
$ | 49.450 | 219 | $ | 49.830 | |||||
100 |
$ | 49.454 | 400 | $ | 49.840 | |||||
100 |
$ | 49.455 | 200 | $ | 49.850 | |||||
100 |
$ | 49.459 | 300 | $ | 49.860 | |||||
1,875 |
$ | 49.460 | 100 | $ | 49.870 |
80 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
1,420 |
$ | 49.470 | 500 | $ | 49.880 | |||||
1,105 |
$ | 49.480 | 200 | $ | 49.903 | |||||
1,340 |
$ | 49.490 | 100 | $ | 49.910 | |||||
960 |
$ | 49.500 | 100 | $ | 49.940 | |||||
700 |
$ | 49.510 | 600 | $ | 49.980 | |||||
955 |
$ | 49.520 | 200 | $ | 50.010 | |||||
978 |
$ | 49.530 | 100 | $ | 50.011 | |||||
100 |
$ | 49.540 | 100 | $ | 50.013 | |||||
200 |
$ | 49.540 | 100 | $ | 50.070 | |||||
100 |
$ | 49.570 | 100 | $ | 50.108 |
On December 20, 2012, Charles F. Dolan exercised options to purchase 52,514 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 49.170 | 100 | $ | 49.560 | |||||
400 |
$ | 49.180 | 200 | $ | 49.570 | |||||
400 |
$ | 49.190 | 100 | $ | 49.573 | |||||
300 |
$ | 49.210 | 300 | $ | 49.580 | |||||
200 |
$ | 49.220 | 700 | $ | 49.590 | |||||
500 |
$ | 49.230 | 4,701 | $ | 49.600 | |||||
100 |
$ | 49.240 | 200 | $ | 49.605 | |||||
200 |
$ | 49.250 | 1,647 | $ | 49.610 | |||||
300 |
$ | 49.260 | 100 | $ | 49.615 | |||||
1,400 |
$ | 49.270 | 1,200 | $ | 49.620 | |||||
1,282 |
$ | 49.280 | 200 | $ | 49.625 | |||||
18 |
$ | 49.290 | 700 | $ | 49.630 | |||||
600 |
$ | 49.300 | 400 | $ | 49.635 | |||||
1,100 |
$ | 49.310 | 1,900 | $ | 49.640 | |||||
1,588 |
$ | 49.320 | 200 | $ | 49.645 | |||||
100 |
$ | 49.321 | 500 | $ | 49.650 | |||||
2,000 |
$ | 49.330 | 700 | $ | 49.660 | |||||
300 |
$ | 49.340 | 100 | $ | 49.665 | |||||
300 |
$ | 49.350 | 300 | $ | 49.670 | |||||
300 |
$ | 49.370 | 200 | $ | 49.675 | |||||
87 |
$ | 49.380 | 100 | $ | 49.680 | |||||
213 |
$ | 49.390 | 100 | $ | 49.700 | |||||
100 |
$ | 49.391 | 300 | $ | 49.730 | |||||
100 |
$ | 49.399 | 300 | $ | 49.740 | |||||
300 |
$ | 49.400 | 100 | $ | 49.760 | |||||
100 |
$ | 49.410 | 600 | $ | 49.770 | |||||
100 |
$ | 49.418 | 100 | $ | 49.775 | |||||
900 |
$ | 49.420 | 200 | $ | 49.800 | |||||
100 |
$ | 49.421 | 100 | $ | 49.805 | |||||
100 |
$ | 49.425 | 100 | $ | 49.820 | |||||
1,100 |
$ | 49.430 | 200 | $ | 49.830 | |||||
1,468 |
$ | 49.440 | 200 | $ | 49.835 | |||||
100 |
$ | 49.449 | 100 | $ | 49.838 | |||||
2,355 |
$ | 49.450 | 500 | $ | 49.840 | |||||
100 |
$ | 49.450 | 400 | $ | 49.850 |
81 of 88
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
1,900 |
$ | 49.460 | 100 | $ | 49.855 | |||||
1,500 |
$ | 49.470 | 400 | $ | 49.860 | |||||
2,140 |
$ | 49.480 | 100 | $ | 49.865 | |||||
100 |
$ | 49.482 | 900 | $ | 49.870 | |||||
100 |
$ | 49.484 | 302 | $ | 49.880 | |||||
100 |
$ | 49.485 | 286 | $ | 49.890 | |||||
1,727 |
$ | 49.490 | 200 | $ | 49.910 | |||||
800 |
$ | 49.500 | 100 | $ | 49.980 | |||||
100 |
$ | 49.505 | 300 | $ | 50.000 | |||||
1,687 |
$ | 49.510 | 200 | $ | 50.005 | |||||
909 |
$ | 49.520 | 300 | $ | 50.010 | |||||
400 |
$ | 49.530 | 100 | $ | 50.020 | |||||
100 |
$ | 49.531 | 500 | $ | 50.070 | |||||
4 |
$ | 49.533 | 200 | $ | 50.105 | |||||
200 |
$ | 49.540 | 100 | $ | 50.230 | |||||
100 |
$ | 49.550 |
On December 21, 2012, James L. Dolan exercised options to purchase 5,600 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 48.780 | 100 | $ | 49.100 | |||||
200 |
$ | 48.790 | 100 | $ | 49.110 | |||||
100 |
$ | 48.800 | 150 | $ | 49.120 | |||||
200 |
$ | 48.820 | 200 | $ | 49.130 | |||||
200 |
$ | 48.830 | 400 | $ | 49.160 | |||||
300 |
$ | 48.840 | 300 | $ | 49.180 | |||||
100 |
$ | 48.844 | 100 | $ | 49.185 | |||||
100 |
$ | 48.850 | 200 | $ | 49.190 | |||||
100 |
$ | 48.860 | 300 | $ | 49.200 | |||||
100 |
$ | 48.880 | 300 | $ | 49.210 | |||||
50 |
$ | 48.890 | 200 | $ | 49.220 | |||||
100 |
$ | 49.009 | 200 | $ | 49.230 | |||||
200 |
$ | 49.010 | 100 | $ | 49.240 | |||||
187 |
$ | 49.020 | 300 | $ | 49.250 | |||||
100 |
$ | 49.030 | 100 | $ | 49.260 | |||||
13 |
$ | 49.040 | 100 | $ | 49.270 | |||||
100 |
$ | 49.080 | 200 | $ | 49.280 |
On December 21, 2012, Charles F. Dolan exercised options to purchase 21,860 shares of Class A Common Stock at an exercise price of $8.95 per share and sold the shares received on exercise as follows:
Number of Shares of Class A Common Stock Sold |
Price Per Share |
Number of Shares of Class A Common Stock Sold |
Price Per Share |
|||||||
100 |
$ | 48.760 | 100 | $ | 49.009 | |||||
200 |
$ | 48.790 | 577 | $ | 49.010 | |||||
141 |
$ | 48.800 | 100 | $ | 49.012 | |||||
300 |
$ | 48.820 | 188 | $ | 49.020 | |||||
200 |
$ | 48.829 | 100 | $ | 49.022 | |||||
400 |
$ | 48.830 | 100 | $ | 49.025 | |||||
200 |
$ | 48.840 | 400 | $ | 49.030 | |||||
500 |
$ | 48.850 | 100 | $ | 49.034 | |||||
100 |
$ | 48.860 | 200 | $ | 49.035 | |||||
400 |
$ | 48.870 | 100 | $ | 49.039 | |||||
1,000 |
$ | 48.880 | 313 | $ | 49.040 | |||||
500 |
$ | 48.890 | 387 | $ | 49.050 | |||||
500 |
$ | 48.895 | 100 | $ | 49.059 | |||||
928 |
$ | 48.900 | 300 | $ | 49.060 | |||||
772 |
$ | 48.910 | 300 | $ | 49.070 | |||||
700 |
$ | 48.920 | 100 | $ | 49.075 | |||||
400 |
$ | 48.930 | 200 | $ | 49.080 | |||||
200 |
$ | 48.931 | 100 | $ | 49.100 | |||||
200 |
$ | 48.939 | 200 | $ | 49.110 | |||||
300 |
$ | 48.940 | 200 | $ | 49.140 | |||||
400 |
$ | 48.941 | 200 | $ | 49.150 | |||||
100 |
$ | 48.949 | 600 | $ | 49.160 | |||||
900 |
$ | 48.950 | 300 | $ | 49.180 | |||||
400 |
$ | 48.952 | 200 | $ | 49.190 | |||||
910 |
$ | 48.960 | 200 | $ | 49.200 | |||||
400 |
$ | 48.970 | 300 | $ | 49.210 | |||||
700 |
$ | 48.980 | 300 | $ | 49.220 | |||||
644 |
$ | 48.990 | 500 | $ | 49.230 | |||||
200 |
$ | 48.999 | 100 | $ | 49.232 | |||||
900 |
$ | 49.000 | 100 | $ | 49.240 | |||||
100 |
$ | 49.002 | 400 | $ | 49.250 | |||||
200 |
$ | 49.003 | 300 | $ | 49.270 | |||||
200 |
$ | 49.006 | 100 | $ | 49.275 |
82 of 88
Exhibit A
Kathleen M. Dolan is a co-Trustee of each of the Charles F. Dolan Children Trust FBO James L. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Patrick F. Dolan (with Mary S. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Thomas C. Dolan (with Matthew J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Kathleen M. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Marianne Dolan Weber (with Matthew J. Dolan as co-Trustee) and the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney (with Mary S. Dolan as co-Trustee) (hereinafter referred to, collectively, as the Dolan Children Trusts, and individually, as a Dolan Children Trust).
The following table lists each Dolan Children Trusts name and the name of its beneficiary (each a Current Beneficiary).
Name of Trust |
Current Beneficiary | |
Charles F. Dolan Children Trust FBO James L. Dolan | James L. Dolan | |
Charles F. Dolan Children Trust FBO Patrick F. Dolan | Patrick F. Dolan | |
Charles F. Dolan Children Trust FBO Thomas C. Dolan | Thomas C. Dolan | |
Charles F. Dolan Children Trust FBO Kathleen M. Dolan | Kathleen M. Dolan | |
Charles F. Dolan Children Trust FBO Marianne Dolan Weber | Marianne Dolan Weber | |
Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney | Deborah A. Dolan-Sweeney |
For each Dolan Children Trust other than the Dolan Children Trust for the benefit of Kathleen M. Dolan, distributions of income and principal can be made in the discretion of the Trustees to the Current Beneficiary. For the Dolan Children Trust for the benefit of Kathleen M. Dolan, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee to the Current Beneficiary. The Current Beneficiary of each Dolan Children Trust has the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to his or her trust. In the event that a Current Beneficiary becomes a Trustee of his or her trust, distributions of income and principal to the Current Beneficiary will be made in the discretion of the non-beneficiary Trustee. For each Dolan Children Trust, the Current Beneficiary has the power during his or her life to appoint all or part of the assets of his or her trust to or for the benefit of one or more of his or her descendants. Any unappointed portion of such trust will pass, in further trust, per stirpes to the Current Beneficiarys then living descendants, or if none, per stirpes to the then living descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan.
The Current Beneficiary of any Dolan Children Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such Dolan Children Trust because the non-beneficiary Trustee thereof has the sole discretion to distribute or accumulate the income from each Dolan Children Trust and the sole discretion to distribute the principal of each Dolan Children Trust to the Current Beneficiary of such Dolan Children Trust.
Kathleen M. Dolan is the sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust (together, the CFD 1989 Grandchildren Trusts and individually, a CFD 1989 Grandchild Trust).
83 of 88
All of the net income of the relevant CFD 1989 Grandchild Trust is distributed to the respective beneficiary. In addition, during the continuance of the relevant CFD 1989 Grandchild Trust, the Trustee in the Trustees discretion may distribute the principal of the relevant CFD 1989 Grandchild Trust to or for the benefit of the respective beneficiary. Upon the respective beneficiary attaining age 40, the relevant CFD 1989 Grandchild Trust for the respective beneficiary terminates and is to be distributed to such beneficiary. If the respective beneficiary dies before attaining age 40, such beneficiary has a testamentary general power of appointment over the relevant CFD 1989 Grandchild Trust. In default of the exercise of such power of appointment, the relevant CFD 1989 Grandchild Trust will be distributed to the respective beneficiarys then-living issue, per stirpes, or if none, to Charles F. Dolans then-living grandchildren, in equal shares, or if none, to Charles F. Dolans then-living issue, per stirpes.
Each of Lawrence J. Dolan and David M. Dolan (each, a 2009 Family Trustee and together, the 2009 Family Trustees) is currently a trustee of the Charles F. Dolan 2009 Family Trusts (the 2009 Family Trusts). The property held in the 2009 Family Trusts is held in separate trusts, such that there is one trust in respect of each living child of Charles F. Dolan. The beneficiaries of each trust are the child for whom the trust was set apart and his or her descendants (each, a Beneficiary). As a 2009 Family Trustee, Lawrence J. Dolan has the shared power to vote and dispose of all shares held by the 2009 Family Trusts. David M. Dolan, as a 2009 Family Trustee, shares the power to vote and dispose of all shares held by the 2009 Family Trusts.
During the life of each child of Charles F. Dolan, distributions of income and principal of his or her trust can be made in the discretion of Lawrence J. Dolan and David M. Dolan, as 2009 Family Trustees, among the Beneficiaries of each such trust. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, each child of Charles F. Dolan will have the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to his or her 2009 Family Trust. In the event that a Beneficiary becomes a Trustee of his or her 2009 Family Trust, distributions of income and principal from such 2009 Family Trust will be made in the discretion of the non-beneficiary Trustee. Charles F. Dolan has the right to substitute assets with each of the 2009 Family Trusts, subject to the 2009 Family Trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.
Each child of Charles F. Dolan has a testamentary power of appointment over the 2009 Family Trust for his or her benefit, except that any shares of Class B Common Stock can only be appointed in further trust for the benefit of any one or more of the descendants of Charles F. Dolan upon substantially the same terms as the 2009 Family Trusts. Upon the death of a child of Charles F. Dolan, the 2009 Family Trustees will distribute any remaining unappointed trust principal of such trust in continuing trust for such childs then living descendants, per stirpes. If there are no such living descendants, then the 2009 Family Trustees will distribute any remaining trust principal to the other 2009 Family Trusts for the benefit of the then living descendants of Charles F. Dolan. If there are no such living descendants, the trust principal will be distributed to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization.
Each Beneficiary has a right of withdrawal with respect to certain contributions made to his or her respective trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolans death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the 2009 Family Trusts. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal.
Except to the extent of the right of withdrawal, each Beneficiary of the 2009 Family Trusts has only a contingent economic interest in the securities of the Issuer held by the 2009 Family Trusts because Lawrence J. Dolan and David M. Dolan, as 2009 Family Trustees thereof, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2009 Family Trusts to each Beneficiary.
84 of 88
The following table lists each 2009 Family Trusts name and the names of its beneficiaries (each a Current Beneficiary).
Name of Trust |
Current Beneficiaries | |
CFD 2009 Family Trust FBO James L. Dolan |
James L. Dolan and his descendants | |
CFD 2009 Family Trust FBO Patrick F. Dolan |
Patrick F. Dolan and his descendants | |
CFD 2009 Family Trust FBO Thomas C. Dolan |
Thomas C. Dolan | |
CFD 2009 Family Trust FBO Kathleen M. Dolan |
Kathleen M. Dolan and her descendants | |
CFD 2009 Family Trust FBO Marianne Dolan Weber |
Marianne Dolan Weber and her descendants | |
CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
Deborah A. Dolan-Sweeney and her descendants |
Each of Lawrence J. Dolan and David M. Dolan (each, a 2010 Grandchildren Trustee and together, the 2010 Grandchildren Trustees) is currently a trustee of the Charles F. Dolan 2010 Grandchildren Trusts (the 2010 Grandchildren Trusts). The property held in the 2010 Grandchildren Trusts is held in five separate trusts, such that there is one trust in respect of the descendants, respectively, of each of the following children of Charles F. Dolan: James L. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. The beneficiaries of each trust are the descendants of each child for whom the trust was set apart (collectively, the Beneficiaries). As a 2010 Grandchildren Trustee, Lawrence J. Dolan has the shared power to vote and dispose of any shares held by the 2010 Grandchildren Trusts. David M. Dolan, as a 2010 Grandchildren Trustee, shares the power to vote and dispose of any shares held by the 2010 Grandchildren Trusts.
Distributions of income and principal of each 2010 Grandchildren Trust can be made in the discretion of Lawrence J. Dolan and David M. Dolan, as 2010 Grandchildren Trustees, to any one or more of the Beneficiaries of each such trust, without equality of treatment. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, each child of Charles F. Dolan will have the power to appoint additional or successor Trustees (not including himself or herself) and to remove Trustees with respect to the 2010 Grandchildren Trust for the benefit of his or her descendants. After the death of a child of Charles F. Dolan, a majority of the adult descendants of that child will have the power to appoint additional or successor Trustees (including themselves) and to remove Trustees with respect to the 2010 Grandchildren Trust for their benefit. In the event that a Beneficiary becomes a Trustee of the 2010 Grandchildren Trust of which he or she is a beneficiary, distributions of income and principal from such trust will be made in the discretion of the non-beneficiary Trustee. Charles F. Dolan has the right to substitute assets with each of the 2010 Grandchildren Trusts, subject to the 2010 Grandchildren Trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.
Upon the death of the last surviving Beneficiary of a 2010 Grandchildren Trust, the 2010 Grandchildren Trustees will distribute any remaining trust principal to the other 2010 Grandchildren Trusts for the benefit of the then living descendants of Charles F. Dolans children. If there are no such living descendants, the trust principal will be distributed to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization.
Each Beneficiary has a right of withdrawal with respect to certain contributions made to the trust of which he or she is a beneficiary that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolans death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift.
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To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the 2010 Grandchildren Trusts. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal.
Except to the extent of the right of withdrawal, each Beneficiary of the 2010 Grandchildren Trusts has only a contingent economic interest in any securities of the Issuer held by the 2010 Grandchildren Trusts because Lawrence J. Dolan and David M. Dolan, as 2010 Grandchildren Trustees, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2010 Grandchildren Trusts to the Beneficiaries.
Each of Lawrence J. Dolan and David M. Dolan (each, a CFD 2012 Descendants Trustee and together, the CFD 2012 Descendants Trustees) is currently a trustee of the Charles F. Dolan 2012 Descendants Trust (the CFD 2012 Descendants Trust). The property held in the CFD 2012 Descendants Trust is held in a single trust fund for the benefit of the twelve youngest grandchildren and any future grandchildren of Charles F. Dolan (each, a Beneficiary and collectively, the Beneficiaries). Lawrence J. Dolan, as a CFD 2012 Descendants Trustee, has the shared power to vote and dispose of any shares held by the CFD 2012 Descendants Trust. David M. Dolan, as a CFD 2012 Descendants Trustee, shares the power to vote and dispose of any shares held by the CFD 2012 Descendants Trust.
Until the oldest Beneficiary reaches the age of 21, distributions of income and principal of the CFD 2012 Descendants Trust may be made in the discretion of Lawrence J. Dolan and David M. Dolan, as CFD 2012 Descendants Trustees, to any one or more of the Beneficiaries, without equality of treatment. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, the children of Mr. and Mrs. Dolan who are the parents of the Beneficiaries will have the power, by majority vote, to appoint additional or successor trustees, including themselves, and to remove trustees. Charles F. Dolan has the right to substitute assets with the CFD 2012 Descendants Trust, subject to the CFD 2012 Descendants Trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.
When the oldest Beneficiary reaches the age of 21, the CFD 2012 Descendants Trust will terminate and any remaining principal will be divided into equal shares for the Beneficiaries and will be transferred to their separate trusts under the Charles F. Dolan 2012 Grandchildren Trust. If a future grandchild is born for whom there is no separate 2012 Grandchildren Trust, the CFD 2012 Descendants Trustees are authorized to create a trust for that grandchild with the same terms as the 2012 Grandchildren Trusts and to transfer that grandchilds share to that trust.
Each Beneficiary has a right of withdrawal with respect to certain contributions made to the CFD 2012 Descendants Trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolans death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the CFD 2012 Descendants Trust. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal.
Except to the extent of the right of withdrawal, each Beneficiary of the CFD 2012 Descendants Trust has only a contingent economic interest in any securities of the Issuer held by the CFD 2012 Descendants Trust because Lawrence J. Dolan and David M. Dolan, as CFD 2012 Descendants Trustees, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the CFD 2012 Descendants Trust to the Beneficiaries.
Each of Paul J. Dolan and Mary S. Dolan is currently a trustee of the Kathleen M. Dolan 2012 Descendants Trust. Brian G. Sweeney is currently the sole trustee of the Deborah A. Dolan-Sweeney 2012 Descendants Trust. Deborah A. Dolan-Sweeney is currently the sole trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust (each of the foregoing trusts a 2012 Descendants Trust and collectively, the 2012 Descendants Trusts and each of Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne E. Dolan Weber and Patrick F. Dolan, the Settlor).
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The beneficiaries of each 2012 Descendants Trust are the descendants of the Settlor of such trust as set forth in the table below (collectively, the Beneficiaries). Paul J. Dolan, as a trustee of the 2012 Descendants Trust for the benefit of the descendants of Kathleen M. Dolan, has the shared power to vote and dispose of any shares held by such 2012 Descendants Trust. Mary S. Dolan, as a trustee of the 2012 Descendants Trust for the benefit of the descendants of Kathleen M. Dolan, has the shared power to vote and dispose of any shares held by such 2012 Descendants Trust. Brian G. Sweeney, as the sole trustee of the 2012 Descendants Trust for the benefit of the descendants of Deborah A. Dolan-Sweeney, has the power to vote and dispose of any shares held by such 2012 Descendants Trust. Deborah A. Dolan-Sweeney, as the sole trustee of the 2012 Descendants Trust for the benefit of the descendants of Marianne E. Dolan Weber and the 2012 Descendants Trust for the benefit of the descendants of Patrick F. Dolan, has the power to vote and dispose of any shares held by such 2012 Descendants Trusts.
Distributions of income and/or principal of each 2012 Descendants Trust can be made in the discretion of its 2012 Descendants Trustee to any one or more of the Beneficiaries of each such trust, without equality of treatment. The Settlor of each 2012 Descendants Trust has the power to appoint additional or successor trustees (not including himself or herself) and to remove trustees of the 2012 Descendants Trust for the benefit of his or her descendants. Brian G. Sweeney has such power with respect to the 2012 Descendants Trust for the benefit of the descendants of Deborah A. Dolan-Sweeney after Deborah A. Dolan-Sweeneys death. After the death of the Settlor of a 2012 Descendants Trust, the adult children of the Settlor will have the power to appoint additional or successor trustees (including themselves) of such trusts, and after their deaths, the adult grandchildren of the Settlor will have these powers. The Settlor of each 2012 Descendants Trust has the right to substitute assets with the 2012 Descendants Trust settled by him or her, subject to the reasonable satisfaction of the 2012 Descendants Trustee or Trustees of such trust that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.
Each 2012 Descendants Trust terminates 21 years after the death of the last surviving descendant of Charles F. Dolan who was alive at the creation of the trust, at which point any remaining trust assets will be distributed to the Settlors then living descendants, per stirpes, or if none, the remaining trust property will be divided into equal shares for the then living grandchildren of Charles F. Dolan or, if none, into equal shares for the next generation of the then living descendants of Charles F. Dolan and will be distributed to those descendants or to any trust or trusts for their benefit. If there are no then living descendants of Charles F. Dolan, any remaining trust property will pass to a charitable organization or organizations.
Each Beneficiary has a right of withdrawal with respect to certain contributions made to the 2012 Descendants Trust of which he or she is a beneficiary that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following the Settlors death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary may be said to have a direct economic interest in assets of the trust in which he or she has a beneficial interest, including, if applicable, securities of the Issuer which may be contributed as a gift to such 2012 Descendants Trust. Currently, no portion of trust assets may be withdrawn by any Beneficiary of any 2012 Descendants Trust pursuant to the right of withdrawal.
Except to the extent of the right of withdrawal, the Beneficiaries of the 2012 Descendants Trusts have only a contingent economic interest in any securities of the Issuer held by the 2012 Descendants Trusts because the 2012 Descendants Trustee or Trustees of each such trust has the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2012 Descendants Trust to the Beneficiaries.
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The following table lists each 2012 Descendants Trusts name and the names of its beneficiaries (each a Current Beneficiary).
Name of Trust |
Current Beneficiaries | |
Charles F. Dolan 2012 Descendants Trust |
Charles F. Dolans twelve youngest grandchildren | |
Kathleen M. Dolan 2012 Descendants Trust |
Kathleen M. Dolans descendants | |
Marianne E. Dolan Weber 2012 Descendants Trust |
Marianne E. Dolan Webers descendants | |
Deborah A. Dolan-Sweeney 2012 Descendants Trust |
Deborah A. Dolan-Sweeneys descendants | |
Patrick F. Dolan 2012 Descendants Trust |
Patrick F. Dolans descendants |
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