Amendment No. 7 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

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)

October 1, 2015

(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 person’s 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


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable 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

 

773,657

     8.   

Shared Voting Power

 

5,156,270

     9.   

Sole Dispositive Power

 

773,657

   10.   

Shared Dispositive Power

 

5,156,270

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,929,927

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

9.0%

14.  

Type of Reporting Person

 

IN

 

* Excludes 6,267,191 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


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable 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

 

126,250

     8.   

Shared Voting Power

 

5,803,677

     9.   

Sole Dispositive Power

 

126,250

   10.   

Shared Dispositive Power

 

5,803,677

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,929,927

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

9.0%

14.  

Type of Reporting Person

 

IN

 

* Excludes 6,267,191 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


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

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

 

296,173

     8.   

Shared Voting Power

 

1,012,225

     9.   

Sole Dispositive Power

 

296,173

   10.   

Shared Dispositive Power

 

1,012,225

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,308,398

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

2.1%

14.  

Type of Reporting Person

 

IN

 

* Excludes 10,360,861 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


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

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

 

46,299

     8.   

Shared Voting Power

 

966,844

     9.   

Sole Dispositive Power

 

46,299

   10.   

Shared Dispositive Power

 

966,844

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,013,143

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

 

IN

 

* Excludes 10,528,379 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


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

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

 

28,511

     8.   

Shared Voting Power

 

993,415

     9.   

Sole Dispositive Power

 

28,511

   10.   

Shared Dispositive Power

 

993,415

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,021,926

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.7%

14.  

Type of Reporting Person

 

IN

 

* Excludes 10,471,917 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


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

  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

 

39,313

     8.   

Shared Voting Power

 

5,792,019

     9.   

Sole Dispositive Power

 

39,313

   10.   

Shared Dispositive Power

 

5,792,019

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,831,332

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

8.8%

14.  

Type of Reporting Person

 

IN

 

* Excludes 5,880,960 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


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

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

 

10,169

     8.   

Shared Voting Power

 

1,040,676

     9.   

Sole Dispositive Power

 

10,169

   10.   

Shared Dispositive Power

 

1,040,676

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,050,845

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.7%

14.  

Type of Reporting Person

 

IN

 

* Excludes 10,485,287 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


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

  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

 

207,635

     8.   

Shared Voting Power

 

1,199,959

     9.   

Sole Dispositive Power

 

207,635

   10.   

Shared Dispositive Power

 

1,199,959

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,407,594

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 10,160,147 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


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

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (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

 

300,636

     8.   

Shared Voting Power

 

4,461,722

     9.   

Sole Dispositive Power

 

300,636

   10.   

Shared Dispositive Power

 

4,461,722

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,762,358

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3%

14.  

Type of Reporting Person

 

IN

 

* Excludes 7,030,998 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 10


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, the Kathleen M. Dolan 2012 Descendants Trust, each of the Charles F. Dolan 2009 Family Trusts, each of the CFD 2010 Grandchildren Trusts and the Charles F. Dolan 2012 Descendants Trust

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (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

 

6,810

     8.   

Shared Voting Power

 

6,414,489

     9.   

Sole Dispositive Power

 

6,810

   10.   

Shared Dispositive Power

 

6,414,489

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,421,299

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x*

13.  

Percent of Class Represented by Amount in Row (11)

 

9.6%

14.  

Type of Reporting Person

 

IN

 

* Excludes 5,126,042 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 11


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

Charles F. Dolan Children 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

 

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 10,557,450 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 12


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

Charles F. Dolan Children 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

 

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 10,557,450 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 13


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

 

886,015

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

886,015

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

886,015

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 10,598,393 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 14


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 10,565,427 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 15


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 10,593,606 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 16


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 10,565,427 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 17


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

 

887,064

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

887,064

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

887,064

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 10,597,344 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 18


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

 

921,125

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

921,125

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

921,125

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 10,563,283 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 19


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

 

61,790

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

61,790

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

61,790

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 11,422,618 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 20


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

 

370,862

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

370,862

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

370,862

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 11,113,546 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 21


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

 

433,862

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

433,862

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

433,862

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 11,050,546 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 22


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

 

168,177

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

168,177

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

168,177

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 11,316,231 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 23


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 11,469,252 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 24


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 11,469,252 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 25


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 11,109,106 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 26


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 11,109,106 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 27


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 11,109,106 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 28


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 11,109,106 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 29


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 11,375,086 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 30


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 11,384,448 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 31


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 11,286,763 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 32


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 11,384,448 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 33


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 11,382,376 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 34


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

CFD 2010 Grandchildren Trust FBO Aidan 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

 

17,030

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

17,030

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

17,030

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 11,467,378 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 Aidan Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 35


CUSIP NO. 00164V 103  

 

  1.   

Name of Reporting Person

 

CFD 2010 Grandchildren Trust FBO Quentin 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

 

17,030

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

17,030

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

17,030

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 11,467,378 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 Quentin Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 36


AMENDMENT NO. 7 TO SCHEDULE 13D

This Amendment to Schedule 13D is being filed jointly by 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, to reflect certain changes to the stockholders agreement among the Group Members 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, Amendment No. 3 filed on August 16, 2012, Amendment No. 4 filed on December 26, 2012, Amendment No. 5 filed on June 27, 2013 and Amendment No. 6 filed on August 22, 2013, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 7.

 

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 2009 Revocable Trust (the “CFD 2009 Trust”); Helen A. Dolan, individually and as Trustee of 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; 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; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 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; 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; CFD 2010 Grandchildren Trust FBO Aidan Dolan; and CFD 2010 Grandchildren Trust FBO Quentin Dolan. The Reporting Persons also include David M. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the “2009 Family Trusts” and individually, a

 

Page 37


“2009 Family Trust”), as a Trustee of the 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, and Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan, the Kathleen M. Dolan 2012 Descendants Trust, each of the 2009 Family Trusts, each of the CFD 2010 Grandchildren Trusts, and the Charles F. Dolan 2012 Descendants Trust.

The disclosure in Item 2(b) is hereby amended by changing the contact information for the Group Members listed below as follows:

Individuals:

James L. Dolan:

c/o Knickerbocker Group LLC

Attention: Scott Metsch

PO Box 420

Oyster Bay, New York 11771

Kristin A. Dolan:

c/o Knickerbocker Group LLC

Attention: Scott Metsch

PO Box 420

Oyster Bay, New York 11771

Kathleen M. Dolan:

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

Marianne Dolan Weber:

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

Trusts:

Charles F. Dolan Children Trust FBO Kathleen M. Dolan

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

Charles F. Dolan Children Trust FBO Marianne Dolan Weber

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

 

Page 38


Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

CFD 2010 Grandchildren Trust FBO Descendants of Kathleen M. Dolan

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber

c/o Richard Baccari

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

Kathleen M. Dolan 2012 Descendants Trust

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

Marianne E. Dolan Weber 2012 Descendants Trust

MLC Ventures LLC

PO Box 1014

Yorktown Heights, NY 10598

The disclosure in Item 2(c) is hereby amended by changing the employment information for the Group Members noted below as follows:

James L. Dolan is a director of the Issuer. The Issuer’s principal business address is 11 Pennsylvania Plaza, New York, NY 10001. He is the Chief Executive Officer and a director of Cablevision Systems Corporation (“CVC”), Executive Chairman and a director of The Madison Square Garden Company (formerly known as MSG Spinco, Inc.) (“MSG”) and Executive Chairman and a director of MSG Networks Inc. (formerly known as The Madison Square Garden Company) (“MSG Networks”).

Kristin A. Dolan is a director of the Issuer. The Issuer’s principal business address is 11 Pennsylvania Plaza, New York, NY 10001. She is the Chief Operating Officer and a director of CVC and a director of MSG. She is the Trustee of the CFD 2010 Grandchildren Trust FBO Aidan Dolan and CFD 2010 Grandchildren Trust FBO Quentin Dolan.

Brian G. Sweeney is a director of the Issuer. The Issuer’s principal business address is 11 Pennsylvania Plaza, New York, NY 10001. He is the President, Chief Financial Officer and a director of CVC, a director of MSG Networks Inc. and a director of MSG. He is the Trustee of .the Deborah A. Dolan-Sweeney 2012 Descendants Trust.

 

Page 39


Item 4 Purpose of Transaction

The disclosure in Item 4 is hereby amended by adding the following to the end thereof:

On October 1, 2015, the Group Members entered into the Second Amended and Restated Class B Stockholders’ Agreement (the “Second A&R Class B Stockholders’ Agreement”), which is filed as Exhibit 7 to this Schedule 13D, which amended and restated the Amended and Restated Class B Stockholders’ Agreement. The purpose of the amendments to the Class B Stockholders’ Agreement is to modify the voting provisions so that voting decisions with respect to the Class B Common Stock are made by a majority of the six children of Charles F. Dolan, James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Deborah A. Dolan-Sweeney and Marianne E. Dolan Weber (collectively, the “Dolan Siblings”) as a group, rather than by the holders of a majority of the shares of Class B Common Stock, and to require the approval of certain transfers of shares of Class B Common Stock by a specified number of Dolan Siblings. The information in Item 6 of this Amendment No. 7 to Schedule 13D is incorporated by reference.

 

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 12,635.959 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,151,551 shares of Class A Common Stock (including options to purchase 133,000 shares of Class A Common Stock that are exercisable within sixty days of this filing), and (ii) 11,484,408 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 17.4% of the total shares of the Issuer’s common stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 11,484,408 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). Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 429,611 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 5,929,927 shares of Class A Common Stock, including (i) 712,710 shares of Class A Common Stock (including options to purchase 66,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 5,217,217 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 9.0% 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 773,657 shares of Class A Common Stock (including 17,857 shares of Class A Common Stock owned of record personally and options owned of record personally to purchase 66,000 shares of Class A Common Stock that are exercisable within sixty days of this filing, 52,243 shares of Class A Common Stock 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 2009 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,156,270 shares of Class A Common Stock (including 576,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 4,579,660 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 126,250 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts,

 

Page 40


1,501,208 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 576,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, and 4,579,660 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 126,250 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Helen A. Dolan may be deemed to beneficially own an aggregate of 5,929,927 shares of Class A Common Stock, including (i) 712,710 shares of Class A Common Stock (including options to purchase 66,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 5,217,217 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 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 126,250 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,803,677 shares of Class A Common Stock (including 576,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation; 17,857 shares of Class A Common Stock, options to purchase 66,000 shares of Class A Common Stock exercisable within sixty days of this filing owned of record personally by her spouse, Charles F. Dolan; 52,243 shares of Class A Common Stock owned of record by the CFD 2009 Trust; and 5,090,967 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 637,557 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust). She disclaims beneficial ownership of 576,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 17,857 shares of Class A Common Stock, options to purchase 66,000 shares of Class A Common Stock exercisable within sixty days of this filing owned of record personally by her spouse, 52,243 of Class A Common Stock owned of record by the CFD 2009 Trust, and 5,090,967 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 637,557 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 2,842,880 shares of Class B Common Stock owned of record by the 2009 Family Trusts, 1,501,208 shares of Class B Common Stock owned of record by the CFD 2010 Grandchildren Trusts and 109,322 shares of Class B Common Stock owned of record by the Charles F. Dolan 2012 Descendants Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

James L. Dolan may be deemed to beneficially own an aggregate of 1,308,398 shares of Class A Common Stock, including (i) 184,851 shares of Class A Common Stock (including options to purchase 66,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,123,547 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 2.1% 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 296,173 shares of Class A Common Stock (including 65,719 shares of Class A Common Stock owned of record personally, 1,925 shares of Class A Common Stock held as custodian for one or more minor children, options owned of record personally to purchase 66,000 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 1,012,225 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned of record jointly with his spouse, 6,221 shares of

 

Page 41


Class A Common Stock owned of record personally by his spouse, 400 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, 3,450 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, and 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 owned of record by the CFD 2010 Grandchildren Trusts FBO Aidan and Quentin Dolan for which his spouse serves as trustee). He disclaims beneficial ownership of 1,925 shares of Class A Common Stock held as custodian for one or more minor children, 3,450 shares of Class A Common Stock owned of record by members of his household, 6,221 shares of Class A Common Stock owned of record personally by his spouse, 400 shares owned of record by his spouse through a 401(k) plan 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 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 owned of record by the CFD 2010 Grandchildren Trusts FBO Aidan and Quentin Dolan 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.

Thomas C. Dolan may be deemed to beneficially own 1,013,143 shares of Class A Common Stock, including (i) 57,114 shares of Class A Common 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 1.6% 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 46,299 shares of Class A Common Stock (including 17,228 shares of Class A Common 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 1,021,926 shares of Class A Common Stock, including (i) 9,435 shares of Class A Common Stock 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 1.7% 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 28,511 shares of Class A Common Stock (including 4,067 shares of Class A Common Stock 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 993,415 shares of Class A Common Stock (including 4,256 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, 587 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 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, 587 shares of Class A Common Stock held by the Mucci Trust, and 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

 

Page 42


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 5,831,332 shares of Class A Common Stock, including (i) 227,884 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 8.8% 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 5,792,019 shares of Class A Common Stock (including an aggregate of 223,364 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 233,364 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 1,050,845 shares of Class A Common Stock, including (i) 51,724 shares of Class A Common Stock (including options to purchase 1,000 shares of Class A Common Stock that are 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 10,169 shares of Class A Common Stock (including 810 shares of Class A Common Stock and options to purchase 1,000 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally, and 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 (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 1,040,676 shares of Class A Common Stock (including 900 shares of Class Common Stock owned of record by her spouse, 1,150 shares of Class A Common Stock owned of record by a member of her household, 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 900 shares of Class Common Stock owned of record by her spouse, 1,150 shares of Class A Common Stock owned of record by a member of her household, 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.

 

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Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,407,594 shares of Class A Common Stock, including (i) 83,333 shares of Class A Common Stock 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 1,199,959 shares of Class A Common Stock (including 27,794 shares of Class A Common Stock 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 27,794 shares of Class A Common Stock 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 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.

David M. Dolan may be deemed to beneficially own an aggregate of 4,762,358 shares of Class A Common Stock, including (i) 308,948 shares of Class A Common Stock and (ii) 4,453,410 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 7.5% 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 300,636 shares of Class A Common Stock (including 1,431 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 4,461,722 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 2,842,880 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 1,501,208 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 2,842,880

 

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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 1,501,208 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 he is the beneficial owner of such securities. See Exhibit A.

Mary S. Dolan may be deemed to beneficially own an aggregate of 6,421,299 shares of Class A Common Stock, including (i) 62,933 shares of Class A Common Stock and (ii) 6,358,366 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 9.6% 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 6,414,489 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 47,864 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, 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, an aggregate of 2,842,880 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 1,501,208 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). 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 47,864 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, 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, an aggregate of 2,842,880 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 1,501,208 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.

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 15 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 16 of this Schedule 13D is hereby incorporated by reference.

 

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The Charles F. Dolan Children Trust FBO Patrick F. Dolan may be deemed to beneficially own an aggregate of 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 17 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 18 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 19 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 20 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 887,064 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David 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. 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 21 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 921,125 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David 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. 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 Patrick F. Dolan may be deemed to beneficially own an aggregate of 61,790 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David 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. 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.

 

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The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 370,862 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David 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. 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 Marianne Dolan Weber may be deemed to beneficially own an aggregate of 433,862 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David 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. 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 Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 168,177 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David 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. 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 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 27 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 28 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 30 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 31 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 32 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 33 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 34 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 to right the 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 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 trustee’s 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 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 trustee’s 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.

 

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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 trustee’s 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 CFD 2010 Grandchildren Trust FBO Aidan Dolan may be deemed to beneficially own an aggregate of 17,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kristin 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 39 of this Schedule 13D is hereby incorporated by reference.

The CFD 2010 Grandchildren Trust FBO Quentin Dolan may be deemed to beneficially own an aggregate of 17,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kristin 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 40 of this Schedule 13D is hereby incorporated by reference.

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 3.4% 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 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 3.0% 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

 

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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.

Brian G. Sweeney may be deemed to beneficially own an aggregate of 1,407,594 shares of Class A Common Stock, including (i) 83,333 shares of Class A Common Stock 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 233,114 shares of Class A Common Stock (including 27,794 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, 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 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 by his spouse, 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 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 by his spouse, 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 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.

Kristin A. Dolan may be deemed to beneficially own an aggregate of 1,308,398 shares of Class A Common Stock, including (i) 184,851 shares of Class A Common Stock (including options to purchase 66,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,123,547 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 2.1% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 40,681 shares of Class A Common Stock (including 6,221 shares of Class A Common Stock, 400 shares of Class A Common Stock held personally through a 401(k) plan, and 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 owned of record by the CFD 2010 Grandchildren Trusts FBO Aidan and Quentin Dolan 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 1,267,717 shares of Class A

 

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Common Stock (including 65,719 shares of Class A Common Stock and options to purchase 66,000 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 by her spouse, 1,250 shares of Class A Common Stock owned of record jointly with her spouse, 1,925 shares of Class A Common Stock held as custodian by her spouse for one or more minor children, 3,450 shares of Class A Common Stock owned of record by members of her household, and 39,886 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of her spouse 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 the benefit of her spouse). She disclaims beneficial ownership of 1,925 shares of Class A Common Stock held as custodian by her spouse for one or more minor children, 3,450 shares of Class A Common Stock owned of record by members of her household, 65,719 shares of Class A Common Stock and options to purchase 66,000 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 by her spouse, 39,886 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of her spouse, 926,958 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 her spouse, and 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 owned of record by the CFD 2010 Grandchildren Trusts FBO Aidan and Quentin Dolan 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.

(c) The following transactions in the Issuer’s Securities have been effected by Group Members within the 60 days prior to this filing:

On September 11, 2015 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 by the HAD 2009 Trust to each of the respective trusts of the number of shares of Class B Common Stock listed in the table below. The shares were valued at $72.64 per share, the mean of the high and low trading price for the Class A Common Stock on September 11, 2015, for such purpose.

 

Number of shares of

Class B Common Stock

transferred to Trust

   Principal and Interest Repaid by
Helen A. Dolan
    

Transferee

58,819    $ 4,272,318.07       CFD 2009 Family Trust FBO James L. Dolan
58,819    $ 4,272,318.07       CFD 2009 Family Trust FBO Thomas C. Dolan
58,819    $ 4,272,318.07       CFD 2009 Family Trust FBO Patrick F. Dolan
58,819    $ 4,272,318.07       CFD 2009 Family Trust FBO Kathleen M. Dolan
58,819    $ 4,272,318.07       CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney
58,819    $ 4,272,318.07       CFD 2009 Family Trust FBO Marianne E. Dolan Weber

 

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(d) See Exhibit A, which is 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 to read in its entirety as follows:

On June 9, 2011, the Group Members executed a Stockholders’ Agreement (the “Class B Stockholders Agreement”), as amended by the Amended and Restated Class B Stockholders’ Agreement, dated November 15, 2013, and by the Second A&R Class B Stockholders’ Agreement. The purpose of the Class B Stockholders’ Agreement is to consolidate control of the Issuer among the Group Members. As a result of this agreement and action taken by the Issuer’s board of directors, the Issuer qualifies as a “controlled company” under the rules of the NASDAQ Global Markets.

Voting. Under the Second A&R Class B Stockholders’ Agreement, the Group Members have agreed to vote as a group with respect to any matter on which any shares of Class B Common Stock are entitled to vote. Decisions on how the Group Members will vote with respect to their shares of Class B Common Stock will be made in accordance with the determination of the Dolan Family Committee. The Dolan Family Committee consists of Charles F. Dolan and the Dolan Siblings (James L. Dolan, Thomas C. Dolan, Patrick F. Dolan Kathleen M. Dolan, Deborah A. Dolan-Sweeney and Marianne Dolan Weber). The Dolan Family Committee generally acts by vote of a majority of the Dolan Siblings, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change in control transaction must be approved by not less than all but one of the Dolan Siblings. The decisions of the Dolan Family Committee will be non-binding with respect to certain Class B Shareholders that are trusts (the “Excluded Trusts”). The Excluded Trusts will vote their shares of Class B Common Stock at the direction of Excluded Trusts holding a majority of the shares of Class B Common Stock held by all of the Excluded Trusts, except that supermajority approval will be required for a vote in favor of any transaction that would result in a change in control of the Issuer or a going-private transaction with respect to the Issuer.

Transfers. Without the approval of the Dolan Family Committee, acting by a two-thirds vote, a Class B Stockholder may not transfer shares of Class B Common Stock other than to Group Members and related persons (each such party, a “Permitted Holder”), unless such shares are first converted into shares of Class A Common Stock. The foregoing requirement and the other transfer restrictions in the Second A&R Class B Stockholders’ Agreement do not apply to Charles F. Dolan or Helen A. Dolan or any trust of which either of them is a trustee to the extent approved by Charles F. Dolan and at least two Dolan Siblings.

Change in Control. No Class B Stockholders will be permitted to sell their shares of Class B Common Stock if such sale would result in a change in control of the Issuer, unless such sale is approved by not less than all but one of the Dolan Siblings.

Market Sale. Subject to the other transfer provisions, the parties to the Second A&R Class B Stockholders’ Agreement will have a right of first offer and a tag-along right with respect to any proposed sale of shares of Class B Common Stock (after conversion to shares of Class A Common Stock) in an open market sale.

Right of First Refusal. Subject to the other transfer provisions, the parties to the Second A&R Class B Stockholders’ Agreement will have a right of first refusal with respect to any proposed sale of shares of Class B Common Stock, other than to a Permitted Holder, in a private transaction.

 

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Tag-Along Rights. Subject to the other transfer provisions, the parties to the Second A&R Class B Stockholders’ Agreement will have a tag-along right with respect to any proposed sale of shares of Class B Common Stock, other than to a Permitted Holder, if such sale would result in a change in control of the Issuer.

Drag-Along Rights. If, after complying with the other transfer provisions, one or more Class B Stockholders propose to sell all of their shares of Class B Common Stock, other than to a Permitted Holder, and such sale would result in a change in control of the Issuer, such Class B Stockholders will have the right to require the other Class B Stockholders to sell all of their shares of Class B Common Stock in the same transaction.

The Second A&R Class B Stockholders’ Agreement also contains certain agreements among the Group Members related to the pledge of shares of Class B Common Stock, the exercise of registration rights and other matters.

The foregoing summary of the Second A&R Class B Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the Second A&R Class B Stockholders’ Agreement, which is filed as Exhibit 7 to this Amendment No. 7 to Schedule 13D and incorporated herein by reference.

 

Item 7 Material to be Filed as an Exhibit

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

Exhibit B.7: Joint Filing Agreement, dated October 2, 2015.

Exhibit 7: Second Amended and Restated Class B Stockholders Agreement, dated October 1, 2015.

 

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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: October 2, 2015

 

CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust

*

Charles F. Dolan

HELEN A. DOLAN, individually, and as Trustee

of the Helen A. Dolan 2009 Revocable Trust

*

Helen A. Dolan
JAMES L. DOLAN, individually

*

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
CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN

*

By: Paul J. Dolan, Trustee
CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER
CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN

*

By: Matthew J. Dolan, Trustee
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY
CHARLES F. DOLAN CHILDREN TRUST FBO PATRICK F. DOLAN

*

By: Mary S. Dolan, Trustee

 

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KATHLEEN M. DOLAN 2012 DESCENDANTS TRUST

*

By: Mary S. Dolan, Trustee

*

By: Paul J. Dolan, Trustee
CFD 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN
CFD 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY
CFD 2009 FAMILY TRUST FBO MARIANNE E. DOLAN WEBER
CFD 2009 FAMILY TRUST FBO PATRICK F. DOLAN
CFD 2009 FAMILY TRUST FBO THOMAS C. DOLAN
CFD 2009 FAMILY TRUST FBO 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
CHARLES F. DOLAN 2012 DESCENDANTS TRUST

*

By: Mary S. Dolan, Trustee

*

By: David M. Dolan, Trustee

 

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DEBORAH A. DOLAN-SWEENEY 2012 DESCENDANTS TRUST

/s/ Brian G. Sweeney

By: Brian G. Sweeney, as Trustee
CFD 2010 GRANDCHILDREN TRUST FBO AIDAN DOLAN
CFD 2010 GRANDCHILDREN TRUST FBO QUENTIN DOLAN

*

By: Kristin A. Dolan, as Trustee
DAVID M. DOLAN, 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 and the Charles F. Dolan 2012 Descendants Trust

*

David M. Dolan
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, the Kathleen M. Dolan 2012 Descendants Trust, 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 and the Charles F. Dolan 2012 Descendants Trust

*

Mary S. Dolan

 

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*By:  

/s/ Brian G. Sweeney

  Brian G. Sweeney
  as Attorney-in-Fact

 

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