Edgar Filing: Carroll Edward A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Carroll Edward A

2. Issuer Name and Ticker or Trading Symbol
AMC Networks Inc. [AMCX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Operating Officer

(Last)

(First)

(Middle)

11 PENN PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019

(Street)

NEW YORK, NY 10001

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
AMC Networks Inc. Class A Common Stock	03/09/2019		M		9,748	A	$ 0 ⁽¹⁾	73,108	D
AMC Networks Inc. Class A Common Stock	03/09/2019		F⁽²⁾		4,773	D	$ 62.39	68,335	D
AMC Networks Inc. Class A Common Stock	03/09/2019		M		10,845	A	$ 0 ⁽³⁾	79,180	D
AMC Networks Inc. Class A Common Stock	03/09/2019		F⁽⁴⁾		5,310	D	$ 62.39	73,870	D
AMC Networks Inc. Class A Common Stock								1,337	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

03/09/2019

9,748

⁽¹⁾

03/09/2020

AMC Networks Inc. Class A Common Stock

9,748

⁽¹⁾

9,749

Restricted Stock Units

⁽³⁾

03/09/2019

10,845

⁽³⁾

03/09/2021

AMC Networks Inc. Class A Common Stock

10,845

⁽³⁾

21,691

Restricted Stock Units

⁽⁵⁾

03/08/2019

26,874

⁽⁶⁾

03/09/2022

AMC Networks Inc. Class A Common Stock

26,874

$ 0

26,874

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carroll Edward A 11 PENN PLAZA NEW YORK, NY 10001			Chief Operating Officer

Signatures

/s/ Anne G. Kelly, Attorney-in-fact for Edward A. Carroll		03/12/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each restricted stock unit ("RSU") was granted on March 9, 2017 under the AMC Networks Inc. 2016 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on March 9, 2019 and one-third of the RSUs vested and were settled on March 9, 2018. The remaining one-third of the RSUs will vest on March 9, 2020 subject to the achievement of certain performance measures.
(2)	Represents RSUs of AMC Networks Inc. withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 1 above, exempt under Rule 16b-3.
(3)	Each restricted stock unit ("RSU") was granted on March 9, 2018 under the AMC Networks Inc. 2016 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on March 9, 2019. The remaining two-thirds of the RSUs vest as follows: one-third on March 9, 2020 and one-third on March 9, 2021 subject to the achievement of certain performance measures.
(4)	Represents RSUs of AMC Networks Inc. withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 3 above, exempt under Rule 16b-3.
(5)	Each restricted stock unit is granted under the AMC Networks Inc. 2016 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.
(6)	The RSUs are scheduled to vest in three equal installments on March 9, 2020, March 9, 2021 and March 9, 2022, subject to the achievement of certain performance measures.

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