Statement of Changes in Beneficial Ownership (4)
22 June 2016 - 6:39AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DOLAN JAMES LAWRENCE
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2. Issuer Name
and
Ticker or Trading Symbol
CABLEVISION SYSTEMS CORP /NY
[
CVC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
__
X
__ Other (specify below)
CEO
/
Member of 13D Group
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(Last)
(First)
(Middle)
C/O SCOTT METSCH, KNICKERBOCKER GROUP LLC, PO BOX 420
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/21/2016
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(Street)
OYSTER BAY, NY 11771
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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1067402
(2)
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D
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$34.90
(3)
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0
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D
(4)
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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214381
(5)
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D
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$34.90
(3)
(6)
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0
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I
(7)
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By spouse
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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7700
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D
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$34.90
(3)
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0
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I
(8)
(9)
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By minor children
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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14750
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D
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$34.90
(3)
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0
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I
(8)
(10)
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By members of the household
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Cablevision NY Group Class A Common Stock
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6/21/2016
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D
(1)
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1866.149
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D
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$34.90
(3)
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0
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I
(7)
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By spouse's 401(k)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Cablevision NY Group Class B Common Stock
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(11)
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6/21/2016
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D
(1)
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60627
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(11)
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(11)
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Cablevision NY Group Class A Common Stock
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60627
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$34.90
(3)
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0
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D
(4)
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Options (Right to Buy)
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$13.93
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6/21/2016
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D
(1)
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67800
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3/6/2013
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3/6/2022
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Cablevision NY Group Class A Common Stock
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67800
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(12)
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0
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I
(7)
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By spouse
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Options (Right to Buy)
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$13.93
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6/21/2016
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D
(1)
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1687800
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3/6/2013
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3/6/2022
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Cablevision NY Group Class A Common Stock
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1687800
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(12)
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0
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D
(4)
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Options (Right to Buy)
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$13.98
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6/21/2016
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D
(1)
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2000000
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(13)
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3/7/2023
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Cablevision NY Group Class A Common Stock
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2000000
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(12)
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0
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D
(4)
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Options (Right to Buy)
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$17.64
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6/21/2016
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D
(1)
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2000000
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(14)
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3/3/2024
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Cablevision NY Group Class A Common Stock
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2000000
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(12)
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0
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D
(4)
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Options (Right to Buy)
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$19.17
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6/21/2016
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D
(1)
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2000000
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(13)
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3/3/2025
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Cablevision NY Group Class A Common Stock
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2000000
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(12)
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0
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D
(4)
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Explanation of Responses:
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(
1)
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Disposition pursuant to the terms of the Agreement and Plan of Merger, dated as of September 16, 2015 (the "Merger Agreement"), by and among Cablevision Systems Corporation, Altice N.V. and Neptune Merger Sub Corp, exempt under Rule 16b-3.
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(
2)
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Includes shares held jointly with Kristin A. Dolan.
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(
3)
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At the Effective Time (as defined in the Merger Agreement), each outstanding share of the issuer's Class A and Class B Common Stock beneficially owned by the reporting persons immediately prior to the Effective Time was cancelled and converted into the right to receive $34.90 in cash (the "per share merger consideration"), without interest.
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(
4)
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Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
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(
5)
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Includes restricted shares.
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(
6)
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Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted share held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the per share merger consideration of $34.90, exempt under Rule 16b-3.
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(
7)
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Securities held directly by Kristin A. Dolan (or indirectly by Kristin A. Dolan through a 401(k) plan), Mr. Dolan's spouse, and indirectly held by James L. Dolan. James L. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. Excludes shares held jointly with James L. Dolan, which are reflected on James L. Dolan's direct holdings.
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(
8)
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Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that either was, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
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(
9)
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Shares of Class A Common Stock held by James L. Dolan, as custodian for the Reporting Persons' minor children.
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(
10)
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Shares of Class A Common Stock held by members of the Reporting Persons' household.
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(
11)
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Cablevision NY Group Class B Common Stock (the "Class B Common Stock") of the Issuer was convertible at the option of the holder on a share for share basis into Cablevision NY Group Class A Common Stock (the "Class A Common Stock") of the Issuer.
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(
12)
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Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option held by the reporting persons immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $34.90 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes, exempt under Rule 16b-3.
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(
13)
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All previously unvested options became vested immediately prior to the Effective Time.
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(
14)
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Options were vested prior to the Effective Time.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DOLAN JAMES LAWRENCE
C/O SCOTT METSCH
KNICKERBOCKER GROUP LLC, PO BOX 420
OYSTER BAY, NY 11771
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X
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CEO
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Member of 13D Group
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Dolan Kristin A
C/O SCOTT METSCH
KNICKERBOCKER GROUP LLC, PO BOX 420
OYSTER BAY, NY 11771
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X
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COO
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Trustee of Member of 13D Group
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Signatures
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/s/ James L. Dolan
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6/21/2016
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**
Signature of Reporting Person
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Date
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/s/ Kristin A. Dolan
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6/21/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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