Amendment No. 9 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

 

 

AMC Networks Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

00164V 103

(CUSIP Number)

Elizabeth Pagel Serebransky

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

212-909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 2017

(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).

 

 

 


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2016 Grantor Retained Annuity Trust #1A and a Trustee of the Charles F. Dolan 2009 Revocable 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

 

385,353

     8.   

Shared Voting Power

 

5,318,454

     9.   

Sole Dispositive Power

 

385,353

   10.   

Shared Dispositive Power

 

5,318,454

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,703,807

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

10.3%

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 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A and a Trustee of the Helen A. Dolan 2009 Revocable 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

 

66,419

     8.   

Shared Voting Power

 

5,637,388

     9.   

Sole Dispositive Power

 

66,419

   10.   

Shared Dispositive Power

 

5,637,388

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,703,807

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

10.3%

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 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

James L. Dolan

  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

 

231,173

     8.   

Shared Voting Power

 

1,011,825

     9.   

Sole Dispositive Power

 

231,173

   10.   

Shared Dispositive Power

 

1,011,825

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,242,998

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

2.4%

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 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Thomas C. Dolan

  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

 

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

2.0%

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 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Patrick F. Dolan

  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

 

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

2.0%

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 of 72


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)  ☒        (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

 

5,888,120

     9.   

Sole Dispositive Power

 

39,313

   10.   

Shared Dispositive Power

 

5,888,120

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,927,433

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

10.6%

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 of 72


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)  ☒        (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

 

9,169

     8.   

Shared Voting Power

 

1,136,777

     9.   

Sole Dispositive Power

 

9,169

   10.   

Shared Dispositive Power

 

1,136,777

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,145,946

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

2.2%

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 of 72


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)  ☒        (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

 

1,614,176

     9.   

Sole Dispositive Power

 

207,635

   10.   

Shared Dispositive Power

 

1,614,176

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,821,811

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

3.5%

14.  

Type of Reporting Person

 

IN

 

* Excludes 9,798,173 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 9 of 72


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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

8.7%

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 of 72


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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

11.3%

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 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Charles F. Dolan 2009 Revocable 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

 

354,386

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

354,386

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

354,386

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

14.  

Type of Reporting Person

 

OO

 

* Excludes 11,182,265 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 Revocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 12 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Helen A. Dolan 2009 Revocable 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

 

59,831

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

59,831

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

59,831

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.1%

14.  

Type of Reporting Person

 

OO

 

* Excludes 11,424,577 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 Revocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 13 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.9%

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 14 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.9%

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 15 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.7%

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 16 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.9%

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 17 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.8%

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 18 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.9%

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 19 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.7%

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 20 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

1.8%

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 21 of 72


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)  ☒        (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

 

☒*

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 22 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

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 23 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.9%

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 24 of 72


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)  ☒        (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

 

☒*

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 25 of 72


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)  ☒        (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

 

☒*

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 26 of 72


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)  ☒        (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

 

☒*

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 27 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

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 28 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

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 29 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

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 30 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

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 31 of 72


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)  ☒        (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

 

☒*

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 32 of 72


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)  ☒        (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

 

☒*

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 33 of 72


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)  ☒        (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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.4%

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 34 of 72


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)  ☒        (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

 

☒*

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 35 of 72


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)  ☒        (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

 

☒*

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 36 of 72


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)  ☒        (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

 

☒*

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 37 of 72


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)  ☒        (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

 

☒*

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 38 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Charles F. Dolan 2016 Grantor Retained Annuity Trust #1A

  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

 

335,414

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

335,414

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

335,414

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.7%

14.  

Type of Reporting Person

 

OO

 

* Excludes 11,148,994 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 2016 Grantor Retained Annuity Trust #1A disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 39 of 72


CUSIP NO. 00164V 103

 

  1.   

Name of Reporting Person

 

Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A

  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

 

66,419

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

66,419

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

66,419

12.  

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

 

☒*

13.  

Percent of Class Represented by Amount in Row (11)

 

0.1%

14.  

Type of Reporting Person

 

OO

 

* Excludes 11,417,989 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

 

Page 40 of 72


AMENDMENT NO. 9 TO SCHEDULE 13D

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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, and certain trustees of such Group Members to reflect certain trust transactions that may be deemed to impact the beneficial ownership of the Class B Common Stock.

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, Amendment No. 6 filed on August 22, 2013, Amendment No. 7 filed on October 2, 2015 and Amendment No. 8 filed on December 23, 2016, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 9.

 

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 2016 Grantor Retained Annuity Trust #1A (the “CFD 2016 GRAT #1A”) and the Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”); Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A (the “HAD 2016 GRAT #1A”) and the Helen A. Dolan 2009 Revocable Trust (the “HAD 2009 Trust”); James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the “Dolan Children Trusts” and individually, a “Dolan Children Trust”), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne E. Dolan Weber; Deborah A. Dolan-Sweeney, individually and as Trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust; CFD 2009 Trust; HAD 2009 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; CFD 2010 Grandchildren Trust FBO Quentin Dolan; CFD 2016 GRAT #1A; and HAD 2016 GRAT #1A. 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

 

41


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 “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 adding the following at the end thereof as follows:

Trusts:

Charles F. Dolan 2009 Revocable Trust is a revocable trust established under the laws of the State of New York for the benefit of Charles F. Dolan and certain other beneficiaries and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

Helen A. Dolan 2009 Revocable Trust is a revocable trust established under the laws of the State of New York for the benefit of Helen A. Dolan and certain other beneficiaries and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

 

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 12,535.641 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,051,233 shares of Class A Common Stock, 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 20.3% 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.

The percentages used herein are calculated based on the shares of Class A Common Stock issued and outstanding on October 27, 2017, as reported in the Issuer’s annual report on Form 10-Q for the quarterly period ended September 30, 2017 filed by the Issuer with the Securities and Exchange Commission.

Charles F. Dolan may be deemed to beneficially own an aggregate of 5,703,807 shares of Class A Common Stock, including (i) 486,590 shares of Class A Common Stock 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 10.3% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or

 

42


direct the vote of and to dispose of or to direct the disposition of 385,353 shares of Class A Common Stock (including 49,939 shares of Class A Common Stock owned of record personally and 335,414 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 2016 GRAT #1A) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,318,454 shares of Class A Common Stock (including 52,243 shares of Class A Common Stock owned of record by the CFD 2009 Trust, 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 4,881,803 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 302,143 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 66,419 shares of Class B Common Stock owned of record by the HAD 2016 GRAT #1A, 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 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 384,408 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 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 66,419 shares of Class B Common Stock owned of record by the HAD 2016 GRAT #1A, 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 5,703,807 shares of Class A Common Stock, including (i) 486,590 shares of Class A Common Stock 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 10.3% 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 66,419 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 HAD 2016 GRAT #1A and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,637,388 shares of Class A Common Stock (including 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation; 49,939 shares of Class A Common Stock 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 5,150,798 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 302,143 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust, 335,414 shares of Class B Common Stock owned of record by the CFD 2016 GRAT #1A, 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 384,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 49,939 shares of Class A Common Stock 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 302,143 shares of Class B Common Stock owned of record by the CFD 2009 Trust, 335,414 shares of Class B Common Stock owned of record by the CFD 2016 GRAT #1A, 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.

 

43


James L. Dolan may be deemed to beneficially own an aggregate of 1,242,998 shares of Class A Common Stock, including (i) 119,451 shares of Class A Common Stock 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 2.4% 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 231,173 shares of Class A Common Stock (including 66,719 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 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 1,011,825 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 Class A Common Stock owned of record personally by his spouse, 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 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 2.0% 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 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 (b) 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 2.0% 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 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

 

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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 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 5,927,433 shares of Class A Common Stock, including (i) 323,985 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 10.6% 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 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 5,888,120 shares of Class A Common Stock (including 96,101 shares of Class A Common Stock owned of record by the Green Mountain Foundation Inc., 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, 96,101 shares of Class A Common Stock owned of record by the Green Mountain Foundation Inc., 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 1,145,946 shares of Class A Common Stock, including (i) 146,825 shares of Class A Common Stock 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 2.2% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 9,169 shares of Class A Common Stock (including 810 shares of Class A Common Stock 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 1,136,777 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, 96,101 shares of Class A Common Stock owned of record by the Heartfelt Wings Foundation Inc., 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

 

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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, 96,101 shares of Class A Common Stock owned of record by the Heartfelt Wings Foundation Inc., 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit, 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit and 99,960 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Marianne E. Dolan Weber 2012 Descendants Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,821,811 shares of Class A Common Stock, including (i) 135,576 shares of Class A Common Stock and (ii) 1,686,235 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.5% of the shares of Class A Common Stock currently outstanding. 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 1,614,176 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, 52,243 shares of Class A Common Stock owned of record by the CFD 2009 Trust 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, 1,478,600 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 918,981 shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, 197,645 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, 302,143shares of Class B Common Stock owned of record by the CFD 2009 Trust for which her spouse serves as co-trustee and 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust for which her spouse serves as co-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, 52,243 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which her spouse serves as co-trustee, 47,864 shares of Class A Common Stock and 1,680,592 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 918,981 shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, 197,645 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, an aggregate of 201,992 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, 302,143 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which her spouse serves as co-trustee and 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust for which her spouse serves as co-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 8.7% 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 300,636 shares of Class A

 

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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 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 11.3% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote and to dispose of or direct the disposition of 6,810 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 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

 

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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 2009 Revocable Trust may be deemed to beneficially own an aggregate of 354,386 shares of Class A Common Stock, including (i) 52,243 shares of Class A Common Stock and (ii) 302,143 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Charles F. Dolan and Brian G. Sweeney are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 12 of this Schedule 13D is hereby incorporated by reference. See Exhibit A.

The Helen A. Dolan 2009 Revocable Trust may be deemed to beneficially own an aggregate of 59,831 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Charles F. Dolan and Brian G. Sweeney are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 13 of this Schedule 13D is hereby incorporated by reference. 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 14 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 15 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Patrick F. Dolan may be deemed to beneficially own an aggregate of 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 16 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 17 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 18 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 19 of this Schedule 13D is hereby incorporated by reference.

 

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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 20 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 21 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 22 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 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 23 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 24 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 25 of this Schedule 13D is hereby incorporated by reference.

 

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The Ryan Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 26 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 27 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 28 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 29 of this Schedule 13D is hereby incorporated by reference.

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 30 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 31 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 32 of this Schedule 13D is hereby incorporated by reference.

 

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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 33 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 34 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 35 of this Schedule 13D is hereby incorporated by reference.

The Patrick F. Dolan 2012 Descendants Trust may be deemed to beneficially own an aggregate of 102,032 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Deborah A. Dolan-Sweeney is the trustee and has the sole power to vote and dispose of the shares held by the trust. Patrick F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the 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 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 37 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 38 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan 2016 Grantor Retained Annuity Trust #1A may be deemed to beneficially own an aggregate of 335,414 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Charles F. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 39 of this Schedule 13D is hereby incorporated by reference.

 

51


The Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A may be deemed to beneficially own an aggregate of 66,419 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Helen A. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 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 4.1% 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 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 3.7% 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 3,137 shares of Class A Common Stock (including 1,750 shares of Class A Common Stock owned of record personally and 1,387 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,905,510 shares of Class A Common Stock (including an aggregate of 87,750 shares of Class A Common stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan). He disclaims beneficial ownership of 1,387 shares of Class A Common Stock held as custodian for a minor child, an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Brian G. Sweeney may be deemed to beneficially own an aggregate of 1,821,811 shares of Class A Common Stock, including (i) 135,576 shares of Class A Common Stock and (ii) 1,686,235 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.5% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 233,114 shares of Class A

 

52


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 1,588,697 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, 52,243 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee, 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, and 1,488,590 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 918,981 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 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, 302,143 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust for which he serves as co-trustee). He disclaims beneficial ownership of 7,675 shares of Class A Common Stock held as custodian for one or more minor children, 52,243 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, and 1,686,235 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 5,643 shares of Class B Common Stock owned of record personally by his spouse, 918,981 shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, 197,645 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 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, 302,143 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and 59,831 shares of Class B Common Stock owned of record by the HAD 2009 Trust for which he serves as co-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 1,242,998 shares of Class A Common Stock, including (i) 119,451 shares of Class A Common Stock 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 2.4% 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 40,281 shares of Class A Common Stock (including 6,221 shares of Class A Common Stock 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 1,202,717 shares of Class A Common Stock (including 66,719 shares of Class A Common Stock 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, 66,719 shares of Class A Common Stock 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

 

53


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.

Item 5(c) is hereby amended to add the following to the end thereof:

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

On December 22, 2017, the trusts set forth in the table below distributed the number of shares of the Issuer’s Class B Common Stock set forth in the table below to the CFD 2009 Trust and the HAD 2009 Trust, as indicated in the table below.

 

Transferor

   Number of shares of
Class B Common Stock
    

Transferee

Charles F. Dolan 2016 GRAT #1A      302,143      Charles F. Dolan 2009 Revocable Trust
Helen A. Dolan 2016 GRAT #1A      59,831      Helen A. Dolan 2009 Revocable Trust

 

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.9: Joint Filing Agreement, dated December 26, 2017.

Exhibit C.9: Powers of Attorney for each of:

  Charles F. Dolan.

  Helen A. Dolan.

  Patrick F. Dolan.

  Kathleen M. Dolan.

  Deborah A. Dolan-Sweeney

  Marianne Dolan Weber

  Mary S. Dolan.

  Matthew J. Dolan.

  David M. Dolan.

  Paul J. Dolan.

  Charles F. Dolan 2009 Revocable Trust.

 

54


  Helen A. Dolan 2009 Revocable Trust.

  Charles F. Dolan Children Trust FBO James L. Dolan.

  Charles F. Dolan Children Trust FBO Thomas C. Dolan.

  Charles F. Dolan Children Trust FBO Patrick F. Dolan.

  Charles F. Dolan Children Trust FBO Kathleen M. Dolan.

  Charles F. Dolan Children Trust FBO Marianne Dolan Weber.

  Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney.

  Charles F. Dolan 2009 Family Trust FBO James L. Dolan.

  Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan.

  Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan.

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

  Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber.

  Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney.

  Tara Dolan 1989 Trust.

  Ryan Dolan 1989 Trust.

  CFD 2010 Grandchildren Trusts FBO Aidan Dolan.

  CFD 2010 Grandchildren Trusts FBO Quentin Dolan.

  CFD 2010 Grandchildren Trust FBO Descendants of Patrick F. Dolan.

  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 Deborah A. Dolan-Sweeney.

  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.

  Charles F. Dolan 2016 Grantor Retained Annuity Trust #1A.

  Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A.

 

55


Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: December 26, 2017

 

CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2016 Grantor Retained Annuity Trust #1A and a Trustee of the Charles F. Dolan 2009 Revocable Trust

*

Charles F. Dolan
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2016 Grantor Retained Annuity Trust #1A and a Trustee of the Helen A. Dolan 2009 Revocable Trust

*

Helen A. Dolan
JAMES L. DOLAN, individually

    /s/ James L. Dolan

James L. Dolan
THOMAS C. DOLAN, individually

    /s/ Thomas C. Dolan

Thomas C. Dolan
PATRICK F. DOLAN, individually

*

Patrick F. Dolan
MARIANNE E. DOLAN WEBER, individually

*

Marianne E. Dolan Weber
DEBORAH A. DOLAN-SWEENEY, individually, and as Trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust

*

Deborah A. Dolan-Sweeney

 

56


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 2009 REVOCABLE TRUST

/s/ Brian G. Sweeney

By: Brian G. Sweeney, Trustee

*

By: Charles F. Dolan, Trustee
HELEN A. DOLAN 2009 REVOCABLE TRUST

/s/ Brian G. Sweeney

By: Brian G. Sweeney, Trustee

*

By: Helen A. Dolan, Trustee
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

 

57


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
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

 

58


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
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

 

59


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

 

*By:  

    /s/ Brian G. Sweeney

  Brian G. Sweeney
  as Attorney-in-Fact

 

60


Exhibit A

Kathleen M. Dolan is a co-Trustee of each of the Charles F. Dolan Children Trust FBO James L. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Patrick F. Dolan (with Mary S. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Thomas C. Dolan (with Matthew J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Kathleen M. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Marianne Dolan Weber (with Matthew J. Dolan as co-Trustee) and the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney (with Mary S. Dolan as co-Trustee) (hereinafter referred to, collectively, as the “Dolan Children Trusts”, and individually, as a “Dolan Children Trust”).

The following table lists each Dolan Children Trust’s name and the name of its beneficiary (each a “Current Beneficiary”).

 

Name of Trust

  

Current Beneficiary

Charles F. Dolan Children Trust FBO James L. Dolan

   James L. Dolan

Charles F. Dolan Children Trust FBO Patrick F. Dolan

   Patrick F. Dolan

Charles F. Dolan Children Trust FBO Thomas C. Dolan

   Thomas C. Dolan

Charles F. Dolan Children Trust FBO Kathleen M. Dolan

   Kathleen M. Dolan

Charles F. Dolan Children Trust FBO Marianne Dolan Weber

   Marianne Dolan Weber

Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney

   Deborah A. Dolan-Sweeney

For each Dolan Children Trust other than the Dolan Children Trust for the benefit of Kathleen M. Dolan, distributions of income and principal can be made in the discretion of the Trustees to the Current Beneficiary. For the Dolan Children Trust for the benefit of Kathleen M. Dolan, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee to the Current Beneficiary. The Current Beneficiary of each Dolan Children Trust has the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to his or her trust. In the event that a Current Beneficiary becomes a Trustee of his or her trust, distributions of income and principal to the Current Beneficiary will be made in the discretion of the non-beneficiary Trustee. For each Dolan Children Trust, the Current Beneficiary has the power during his or her life to appoint all or part of the assets of his or her trust to or for the benefit of one or more of his or her descendants. Any unappointed portion of such trust will pass, in further trust, per stirpes to the Current Beneficiary’s then living descendants, or if none, per stirpes to the then living descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan.

The Current Beneficiary of any Dolan Children Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such Dolan Children Trust because the non-beneficiary Trustee thereof has the sole discretion to distribute or accumulate the income from each Dolan Children Trust and the sole discretion to distribute the principal of each Dolan Children Trust to the Current Beneficiary of such Dolan Children Trust.

 

61


Kathleen M. Dolan is the sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust (together, the “CFD 1989 Grandchildren Trusts” and individually, a “CFD 1989 Grandchild Trust”). All of the net income of the relevant CFD 1989 Grandchild Trust is distributed to the respective beneficiary. In addition, during the continuance of the relevant CFD 1989 Grandchild Trust, the Trustee in the Trustee’s discretion may distribute the principal of the relevant CFD 1989 Grandchild Trust to or for the benefit of the respective beneficiary. Upon the respective beneficiary attaining age 40, the relevant CFD 1989 Grandchild Trust for the respective beneficiary terminates and is to be distributed to such beneficiary. If the respective beneficiary dies before attaining age 40, such beneficiary has a testamentary general power of appointment over the relevant CFD 1989 Grandchild Trust. In default of the exercise of such power of appointment, the relevant CFD 1989 Grandchild Trust will be distributed to the respective beneficiary’s then-living issue, per stirpes, or if none, to Charles F. Dolan’s then-living grandchildren, in equal shares, or if none, to Charles F. Dolan’s then-living issue, per stirpes.

Each of Mary S. Dolan and David M. Dolan (each, a “2009 Family Trustee” and together, the “2009 Family Trustees”) is currently a trustee of the Charles F. Dolan 2009 Family Trusts (the “2009 Family Trusts”). The property held in the 2009 Family Trusts is held in separate trusts, such that there is one trust in respect of each living child of Charles F. Dolan. The beneficiaries of each trust are the child for whom the trust was set apart and his or her descendants (each, a “Beneficiary”). As a 2009 Family Trustee, Mary S. Dolan has the shared power to vote and dispose of all shares held by the 2009 Family Trusts. David M. Dolan, as a 2009 Family Trustee, shares the power to vote and dispose of all shares held by the 2009 Family Trusts.

During the life of each child of Charles F. Dolan, distributions of income and principal of his or her trust can be made in the discretion of Mary S. Dolan and David M. Dolan, as 2009 Family Trustees, among the Beneficiaries of each such trust. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, each child of Charles F. Dolan will have the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to his or her 2009 Family Trust. In the event that a Beneficiary becomes a Trustee of his or her 2009 Family Trust, distributions of income and principal from such 2009 Family Trust will be made in the discretion of the non-beneficiary Trustee. Charles F. Dolan has the right to substitute assets with each of the 2009 Family Trusts, subject to the 2009 Family Trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.

Each child of Charles F. Dolan has a testamentary power of appointment over the 2009 Family Trust for his or her benefit, except that any shares of Class B Common Stock can only be appointed in further trust for the benefit of any one or more of the descendants of Charles F. Dolan upon substantially the same terms as the 2009 Family Trusts. Upon the death of a child of Charles F. Dolan, the 2009 Family Trustees will distribute any remaining unappointed trust principal of such trust in continuing trust for such child’s then living descendants, per stirpes. If there are no such living descendants, then the 2009 Family Trustees will distribute any remaining trust principal to the other 2009 Family Trusts for the benefit of the then living descendants of Charles F. Dolan. If there are no such living descendants, the trust principal will be distributed to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization.

Each Beneficiary has a right of withdrawal with respect to certain contributions made to his or her respective trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolan’s death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the 2009 Family Trusts. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal.

Except to the extent of the right of withdrawal, each Beneficiary of the 2009 Family Trusts has only a contingent economic interest in the securities of the Issuer held by the 2009 Family Trusts because Mary S. Dolan and David M. Dolan, as 2009 Family Trustees thereof, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2009 Family Trusts to each Beneficiary.

 

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The following table lists each 2009 Family Trust’s name and the names of its beneficiaries (each a “Current Beneficiary”).

 

Name of Trust

  

Current Beneficiaries

CFD 2009 Family Trust FBO James L. Dolan

   James L. Dolan and his descendants

CFD 2009 Family Trust FBO Patrick F. Dolan

   Patrick F. Dolan and his descendants

CFD 2009 Family Trust FBO Thomas C. Dolan

   Thomas C. Dolan

CFD 2009 Family Trust FBO Kathleen M. Dolan

   Kathleen M. Dolan and her descendants

CFD 2009 Family Trust FBO Marianne Dolan Weber

   Marianne Dolan Weber and her descendants

CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney

   Deborah A. Dolan-Sweeney and her descendants

Each of Mary S. Dolan and David M. Dolan (each, a “2010 Grandchildren Trustee” and together, the “2010 Grandchildren Trustees”) is currently a trustee of the Charles F. Dolan 2010 Grandchildren Trusts (the “2010 Grandchildren Trusts”). The property held in the 2010 Grandchildren Trusts is held in four separate trusts, such that there is one trust in respect of the descendants, respectively, of each of the following children of Charles F. Dolan: Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. The beneficiaries of each trust are the descendants of each child for whom the trust was set apart (collectively, the “Beneficiaries”). As a 2010 Grandchildren Trustee, Mary S. Dolan has the shared power to vote and dispose of any shares held by the 2010 Grandchildren Trusts. David M. Dolan, as a 2010 Grandchildren Trustee, shares the power to vote and dispose of any shares held by the 2010 Grandchildren Trusts.

Distributions of income and principal of each 2010 Grandchildren Trust can be made in the discretion of Mary S. Dolan and David M. Dolan, as 2010 Grandchildren Trustees, to any one or more of the Beneficiaries of each such trust, without equality of treatment. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, each child of Charles F. Dolan will have the power to appoint additional or successor Trustees (not including himself or herself) and to remove Trustees with respect to the 2010 Grandchildren Trust for the benefit of his or her descendants. After the death of a child of Charles F. Dolan, a majority of the adult descendants of that child will have the power to appoint additional or successor Trustees (including themselves) and to remove Trustees with respect to the 2010 Grandchildren Trust for their benefit. In the event that a Beneficiary becomes a Trustee of the 2010 Grandchildren Trust of which he or she is a beneficiary, distributions of income and principal from such trust will be made in the discretion of the non-beneficiary Trustee. Charles F. Dolan has the right to substitute assets with each of the 2010 Grandchildren Trusts, subject to the 2010 Grandchildren Trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.

Upon the death of the last surviving Beneficiary of a 2010 Grandchildren Trust, the 2010 Grandchildren Trustees will distribute any remaining trust principal to the other 2010 Grandchildren Trusts for the benefit of the then living descendants of Charles F. Dolan’s children. If there are no such living descendants, the trust principal will be distributed to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization.

Each Beneficiary has a right of withdrawal with respect to certain contributions made to the trust of which he or she is a beneficiary that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolan’s death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift.

 

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To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the 2010 Grandchildren Trusts. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal.

Except to the extent of the right of withdrawal, each Beneficiary of the 2010 Grandchildren Trusts has only a contingent economic interest in any securities of the Issuer held by the 2010 Grandchildren Trusts because Mary S. Dolan and David M. Dolan, as 2010 Grandchildren Trustees, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2010 Grandchildren Trusts to the Beneficiaries.

Each of Mary S. Dolan and David M. Dolan (each, a “CFD 2012 Descendants Trustee” and together, the “CFD 2012 Descendants Trustees”) is currently a trustee of the Charles F. Dolan 2012 Descendants Trust (the “CFD 2012 Descendants Trust”). The property held in the CFD 2012 Descendants Trust is held in a single trust fund for the benefit of the twelve youngest grandchildren and any future grandchildren of Charles F. Dolan (each, a “Beneficiary” and collectively, the “Beneficiaries”). Mary S. Dolan, as a CFD 2012 Descendants Trustee, has the shared power to vote and dispose of any shares held by the CFD 2012 Descendants Trust. David M. Dolan, as a CFD 2012 Descendants Trustee, shares the power to vote and dispose of any shares held by the CFD 2012 Descendants Trust.

Until the oldest Beneficiary reaches the age of 21, distributions of income and principal of the CFD 2012 Descendants Trust may be made in the discretion of Mary S. Dolan and David M. Dolan, as CFD 2012 Descendants Trustees, to any one or more of the Beneficiaries, without equality of treatment. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, the children of Mr. and Mrs. Dolan who are the parents of the Beneficiaries will have the power, by majority vote, to appoint additional or successor trustees, including themselves, and to remove trustees. Charles F. Dolan has the right to substitute assets with the CFD 2012 Descendants Trust, subject to the CFD 2012 Descendants Trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.

When the oldest Beneficiary reaches the age of 21, the CFD 2012 Descendants Trust will terminate and any remaining principal will be divided into equal shares for the Beneficiaries and will be transferred to their separate trusts under the Charles F. Dolan 2012 Grandchildren Trust. If a future grandchild is born for whom there is no separate 2012 Grandchildren Trust, the CFD 2012 Descendants Trustees are authorized to create a trust for that grandchild with the same terms as the 2012 Grandchildren Trusts and to transfer that grandchild’s share to that trust.

Each Beneficiary has a right of withdrawal with respect to certain contributions made to the CFD 2012 Descendants Trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolan’s death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the CFD 2012 Descendants Trust. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal.

Except to the extent of the right of withdrawal, each Beneficiary of the CFD 2012 Descendants Trust has only a contingent economic interest in any securities of the Issuer held by the CFD 2012 Descendants Trust because Mary S. Dolan and David M. Dolan, as CFD 2012 Descendants Trustees, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the CFD 2012 Descendants Trust to the Beneficiaries.

Each of Paul J. Dolan and Mary S. Dolan is currently a trustee of the Kathleen M. Dolan 2012 Descendants Trust. Brian G. Sweeney is currently the sole trustee of the Deborah A. Dolan-Sweeney 2012 Descendants Trust. Deborah A. Dolan-Sweeney is currently the sole trustee of the Marianne E. Dolan Weber 2012 Descendants Trust and the Patrick F. Dolan 2012 Descendants Trust (each of the foregoing trusts a “2012 Descendants Trust” and collectively, the “2012 Descendants Trusts” and each of Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne E. Dolan Weber and Patrick F. Dolan, the “Settlor”).

 

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The beneficiaries of each 2012 Descendants Trust are the descendants of the Settlor of such trust as set forth in the table below (collectively, the “Beneficiaries”). Paul J. Dolan, as a trustee of the 2012 Descendants Trust for the benefit of the descendants of Kathleen M. Dolan, has the shared power to vote and dispose of any shares held by such 2012 Descendants Trust. Mary S. Dolan, as a trustee of the 2012 Descendants Trust for the benefit of the descendants of Kathleen M. Dolan, has the shared power to vote and dispose of any shares held by such 2012 Descendants Trust. Brian G. Sweeney, as the sole trustee of the 2012 Descendants Trust for the benefit of the descendants of Deborah A. Dolan-Sweeney, has the power to vote and dispose of any shares held by such 2012 Descendants Trust. Deborah A. Dolan-Sweeney, as the sole trustee of the 2012 Descendants Trust for the benefit of the descendants of Marianne E. Dolan Weber and the 2012 Descendants Trust for the benefit of the descendants of Patrick F. Dolan, has the power to vote and dispose of any shares held by such 2012 Descendants Trusts.

Distributions of income and/or principal of each 2012 Descendants Trust can be made in the discretion of its 2012 Descendants Trustee to any one or more of the Beneficiaries of each such trust, without equality of treatment. The Settlor of each 2012 Descendants Trust has the power to appoint additional or successor trustees (not including himself or herself) and to remove trustees of the 2012 Descendants Trust for the benefit of his or her descendants. Brian G. Sweeney has such power with respect to the 2012 Descendants Trust for the benefit of the descendants of Deborah A. Dolan-Sweeney after Deborah A. Dolan-Sweeney’s death. After the death of the Settlor of a 2012 Descendants Trust, the adult children of the Settlor will have the power to appoint additional or successor trustees (including themselves) of such trusts, and after their deaths, the adult grandchildren of the Settlor will have these powers. The Settlor of each 2012 Descendants Trust has the right to substitute assets with the 2012 Descendants Trust settled by him or her, subject to the reasonable satisfaction of the 2012 Descendants Trustee or Trustees of such trust that the substitute assets received by the trust are of equal value to the trust property exchanged therefor.

Each 2012 Descendants Trust terminates on the earlier to occur of (1) the expiration of 21 years after the death of the last surviving descendant of Charles F. Dolan who was alive at the creation of the trust or (2) the death of the last surviving descendant of the Settlor. Upon such termination, any remaining trust assets will be distributed among the Settlor’s then living descendants as determined by the the Trustee in the Trustee’s discretion. If there are no descendants of the Settlor then living, the remaining trust property will be divided into equal shares for the then living grandchildren of Charles F. Dolan or, if none, into equal shares for the next generation of the then living descendants of Charles F. Dolan and will be distributed to such persons or to any trust or trusts for their benefit. If there are no then living descendants of Charles F. Dolan, any remaining trust property will pass to a charitable organization or organizations.

Each Beneficiary has a right of withdrawal with respect to certain contributions made to the 2012 Descendants Trust of which he or she is a beneficiary that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following the Settlor’s death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary may be said to have a direct economic interest in assets of the trust in which he or she has a beneficial interest, including, if applicable, securities of the Issuer which may be contributed as a gift to such 2012 Descendants Trust. Currently, no portion of trust assets may be withdrawn by any Beneficiary of any 2012 Descendants Trust pursuant to the right of withdrawal.

Except to the extent of the right of withdrawal, the Beneficiaries of the 2012 Descendants Trusts have only a contingent economic interest in any securities of the Issuer held by the 2012 Descendants Trusts because the 2012 Descendants Trustee or Trustees of each such trust has the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2012 Descendants Trust to the Beneficiaries.

 

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The following table lists each 2012 Descendants Trust’s name and the names of its beneficiaries (each a “Current Beneficiary”).

 

Name of Trust

  

Current Beneficiaries

Kathleen M. Dolan 2012 Descendants Trust

   Kathleen M. Dolan’s descendants

Marianne E. Dolan Weber 2012 Descendants Trust

   Marianne E. Dolan Weber’s descendants

Deborah A. Dolan-Sweeney 2012 Descendants Trust

   Deborah A. Dolan-Sweeney’s descendants

Patrick F. Dolan 2012 Descendants Trust

   Patrick F. Dolan’s descendants

Kristin A. Dolan is the sole Trustee of the CFD 2010 Grandchildren Trust FBO Aidan Dolan and the CFD 2010 Grandchildren Trust FBO Quentin Dolan (together, the “CFD Aidan and Quentin Trusts” and individually, a “CFD Aidan or Quentin Trust”). Until the beneficiary of each CFD Aidan or Quentin Trust attains age 21, the Trustee in the Trustee’s discretion may distribute the income of such trust to or to the use of such beneficiary. After the beneficiary of each CFD Aidan or Quentin Trust attains age 21, all of the net income of such trust will be distributed to such beneficiary. In addition, during the continuance of the relevant CFD Aidan or Quentin Trust, the Trustee in the Trustee’s discretion may distribute the principal of the relevant CFD Aidan or Quentin Trust to or to the use of the respective beneficiary.

After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, James L. Dolan, or after the death or incompetence of James L. Dolan, Kristin A. Dolan, will have the power to appoint additional and/or successor Trustees, including himself or herself, and to remove Trustees of each CFD Aidan or Quentin Trust. After the death of Kristin A. Dolan, a majority of the competent adult children of Charles F. Dolan will have the power to appoint additional and/or successor Trustees, including themselves, and to remove Trustees. In the event that a beneficiary becomes a Trustee of his trust, distributions of income and principal from such trust will be made in the discretion of the non-beneficiary Trustee. Charles F. Dolan has the right to substitute assets with each of the CFD Aidan and Quentin Trusts, 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.

Upon the respective beneficiary attaining age 40, the relevant CFD Aidan or Quentin Trust terminates and is to be distributed to such beneficiary. If the respective beneficiary dies before attaining age 40, such beneficiary has a testamentary power of appointment over his trust, except that any shares of Class B Common Stock can only be appointed in further trust for the benefit of any one or more of the descendants of Charles F. Dolan. In default of the exercise of such power of appointment, the relevant CFD Aidan or Quentin Trust will be divided into separate continuing trusts for the respective beneficiary’s then-living descendants, per stirpes, or if none, for James L. Dolan’s then-living descendants, per stirpes, or if none, for Charles F. Dolan’s then-living grandchildren, in equal shares. If there are no such living grandchildren, the trust principal will be distributed to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, to a charitable organization.

Each beneficiary has a right of withdrawal with respect to certain contributions made to his trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolan’s death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. A donor may deny the beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, the beneficiary of such trust may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to his trust. Currently, no portion of trust assets may be withdrawn by either beneficiary pursuant to the right of withdrawal.

 

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Except to the extent of the right of withdrawal, each beneficiary of the CFD Aidan and Quentin Trusts currently has only a contingent economic interest in any securities of the Issuer held by the CFD Aidan and Quentin Trusts because Kristin A. Dolan, as Trustee of the CFD Aidan and Quentin Trusts, has the sole discretion to distribute or accumulate the income of each trust until its respective beneficiary reaches age 21 and the sole discretion to distribute the principal of the CFD Aidan and Quentin Trusts to their respective beneficiaries.

Charles F. Dolan is the settlor and a co-Trustee and Brian G. Sweeney is a co-Trustee of The Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”). Charles F. Dolan and his spouse are current beneficiaries of the trust. All actions by the CFD 2009 Trust, including acquisitions and dispositions of Issuer securities, voting of Issuer securities and distributions of Issuer securities, require the consent of each co-Trustee. Distributions of income and principal (including distributions of Issuer securities), and investments, can be made in the discretion of the trustees subject, in the case of certain distributions and investments that exceed specified dollar amounts, to the consent of one or more of the settlor’s children.

The settlor may amend and revoke the trust at any time with the consent of the co-Trustee and, in the case of certain amendments, a majority of the settlor’s children who do not have a personal interest in such amendment. A Trustee may be removed by a majority of the settlor’s children.

Helen A. Dolan is the settlor and a co-Trustee and Brian G. Sweeney is a co-Trustee of The Helen A. Dolan 2009 Revocable Trust (the “HAD 2009 Trust”). Helen A. Dolan and her spouse are current beneficiaries of the trust. All actions by the HAD 2009 Trust, including acquisitions and dispositions of Issuer securities, voting of Issuer securities and distributions of Issuer securities, require the consent of each co-Trustee. Distributions of income and principal (including distributions of Issuer securities), and investments, can be made in the discretion of the trustees subject, in the case of certain distributions and investments that exceed specified dollar amounts, to the consent of one or more of the settlor’s children.

The settlor may amend and revoke the trust at any time with the consent of the co-Trustee and, in the case of certain amendments, a majority of the settlor’s children who do not have a personal interest in such amendment. A Trustee may be removed by a majority of the settlor’s children.

Brian G. Sweeney is a director of the Issuer. He is a director of MSGN and MSG. MSG’s principal business address is Two Pennsylvania Plaza, New York, NY 10121.

 

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