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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $ 9.42 (9) | 07/15/2011 | J(10) | 41,666 (10) | 07/15/2011(11) | 06/25/2013 | AMC Networks Inc. Class A Common Stock | 41,666 | $ 0 | 41,666 | D (12) | ||||
| Options (Right to Buy) | $ 9.14 (9) | 07/15/2011 | J(10) | 30,000 (10) | 07/15/2011(11) | 10/01/2014 | AMC Networks Inc. Class A Common Stock | 30,000 | $ 0 | 30,000 | D (12) | ||||
| Options (Right to Buy) | $ 13.55 (9) | 07/15/2011 | J(10) | 30,000 (10) | 07/15/2011(11) | 11/08/2015 | AMC Networks Inc. Class A Common Stock | 30,000 | $ 0 | 30,000 | D (12) | ||||
| Options (Right to Buy) | $ 13.55 (9) | 07/15/2011 | J(10) | 18,600 (10) | 07/15/2011(11) | 10/01/2014 | AMC Networks Inc. Class A Common Stock | 18,600 | $ 0 | 18,600 | D (12) | ||||
| Options (Right to Buy) | $ 13.55 (9) | 07/15/2011 | J(10) | 15,000 (10) | 07/15/2011(11) | 11/08/2015 | AMC Networks Inc. Class A Common Stock | 15,000 | $ 0 | 15,000 | D (12) | ||||
| Options (Right to Buy) | $ 17.91 (9) | 07/15/2011 | J(10) | 66,000 (10) | 07/15/2011(11) | 06/05/2016 | AMC Networks Inc. Class A Common Stock | 66,000 | $ 0 | 66,000 | D (12) | ||||
| Options (Right to Buy) | $ 8.95 (9) | 07/15/2011 | J(10) | 225,775 (10) | (13) | 09/05/2014 | AMC Networks Inc. Class A Common Stock | 225,775 | $ 0 | 225,775 | D (12) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOLAN JAMES LAWRENCE 11 PENN PLAZA NEW YORK, NY 10001 |
X | Member of 13(d) Group | ||
| Dolan Kristin A 11 PENN PLAZA NEW YORK, NY 10001 |
X | |||
| /s/ James L. Dolan | 07/19/2011 | |
| **Signature of Reporting Person | Date | |
| /s/ Kristin A. Dolan | 07/19/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision Systems Corporation ("Cablevision") and its subsidiaries and received in connection with the legal and structural separation of AMC Networks Inc. ("AMC") from Cablevision (the "Spin-off"), in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
| (2) | Includes shares of restricted stock. |
| (3) | Shares held by Mr. Dolan including shares held jointly by the Reporting Persons. |
| (4) | Ms. Dolan disclaims beneficial ownership of all securities of AMC beneficially owned or deemed to be beneficially owned by her spouse (other than securities in which she has a direct pecuniary interest) and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| (5) | Securities held by Ms. Dolan. Mr. Dolan disclaims beneficial ownership of all securities of AMC beneficially owned or deemed to be beneficially owned by his spouse (other than securities in which he has a direct pecuniary interest) and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| (6) | Includes shares of restricted stock. |
| (7) | Shares of Class A Common Stock held by the Reporting Persons' minor children and held by Mr. Dolan as custodian. The Reporting Persons disclaim beneficial ownership of all securities of AMC beneficially owned or deemed to be beneficially owned by their children and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities. |
| (8) | Shares of Class A Common Stock held by the Reporting Persons' son. The Reporting Persons disclaim beneficial ownership of all securities of AMC beneficially owned or deemed to be beneficially owned by their son and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities. |
| (9) | The exercise price was determined by allocating the exercise price for the option under the Cablevision equity plan between the existing Cablevision option and the AMC option based upon the average of the volume weighted average prices of the Cablevision NY Group Class A Common Stock and the AMC Class A Common Stock for each trading day in the ten trading-day period immediately following the Spin-off in a transaction exempt under Rule 16a-9. The underlying share amount takes into account the distribution ratio of four Cablevision shares of common stock to one share of AMC common stock. |
| (10) | Represents options to purchase Class A Common Stock received by Mr. Dolan in connection with the Spin-off, and granted pursuant to the AMC 2011 Employee Stock Plan in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. |
| (11) | The options are fully exercisable and vested as of the date of this filing. |
| (12) | Options held by Mr. Dolan. Ms. Dolan disclaims beneficial ownership of all options of AMC beneficially owned or deemed to be beneficially owned by her spouse and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| (13) | Two-thirds of the options are fully vested and exercisable as of the date of this filing. The remaining one-third of the options will vest on March 5, 2012. |