View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Carroll Edward A
(Last) (First) (Middle)
11 PENN PLAZA
(Street)
NEW YORK, NY 10001
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2011
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
AMC Networks Inc. Class A Common Stock 07/18/2011 J(1) 12,330(1) A $0(1) 36,030(2) D
AMC Networks Inc. Class A Common Stock 1,353.7 I 401(k)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $13.55(3) 07/15/2011 J(4) 2,170(4) 07/15/2011(5) 10/01/2014 AMC Networks Inc. Class A Common Stock 2,170 $0 2,170 D
Options (Right to Buy) $13.55(3) 07/15/2011 J(4) 2,500(4) 07/15/2011(5) 11/08/2015 AMC Networks Inc. Class A Common Stock 2,500 $0 2,500 D
Options (Right to Buy) $13.55(3) 07/15/2011 J(4) 2,500(4) 07/15/2011(5) 11/08/2015 AMC Networks Inc. Class A Common Stock 2,500 $0 2,500 D
Options (Right to Buy) $17.91(3) 07/15/2011 J(4) 8,250(4) 07/15/2011(5) 06/05/2016 AMC Networks Inc. Class A Common Stock 8,250 $0 8,250 D
Explanation of Responses:
1. Reflects acquisition of replacement restricted shares of Class A Common Stock previously owned directly by Cablevision Systems Corporation ("Cablevision") and its subsidiaries and received by the Reporting Person in connection with the legal and structural separation of AMC Networks Inc. ("AMC") from Cablevision (the "Spin-off"), in a transaction exempt under Rule 16a-9. The number of shares represents a value equal to the value of Cablevision restricted shares covered by the cancelled Cablevision award. The value of the AMC Class A Common Stock and Cablevision NY Group Class A Common Stock was based upon the average of the volume weighted average prices of the Cablevision NY Group Class A Common Stock and AMC Class A Common Stock, respectively, for each trading day in the ten trading-day period immediately following the Spin-off.
2. Includes transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Reporting Person in connection with the Spin-off in a transaction exempt under Rule 16a-9. Includes shares of restricted stock.
3. The exercise price was determined by allocating the exercise price for the option under the Cablevision equity plan between the existing Cablevision option and the AMC option based upon the average of the volume weighted average prices of the Cablevision NY Group Class A Common Stock and the AMC Class A Common Stock for each trading day in the ten trading-day period immediately following the Spin-off in a transaction exempt under Rule 16a-9. The underlying share amount takes into account the distribution ratio of four Cablevision shares of common stock to one share of AMC common stock.
4. Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Spin-off, and granted pursuant to the AMC 2011 Employee Stock Plan in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3.
5. The options are fully exercisable and vested as of the date of this filing.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Anne G. Kelly, Attorney-in-fact for Edward A. Carroll 07/19/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Power of Attorney

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: that I, Edward A. Carroll, constitute and appoint Anne G. Kelly as true and lawful attorney-in-fact, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to sign any Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the rules thereunder (including any amendments or exhibits thereto and other forms and reports) that I may be required to file with the U.S. Securities and Exchange Commission as a result of my ownership or transactions in securities of AMC Networks Inc., granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully for all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. I acknowledge that the attorney-in-fact and agent, serving in such capacity as requested herein, is not assuming, nor is AMC Networks Inc. assuming, any of the responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934. This power of attorney is not intended to, and does not, revoke, or in any way affect, any prior power of attorney that I have executed.

This Power of Attorney shall remain in full force and effect until I no longer am required to file Forms 3, 4, and 5 with respect to my holdings of and transactions in securities issued by AMC Networks Inc., unless earlier revoked by me in a signed writing delivered to the foregoing attorney-in-fact.

In Witness Whereof, I have hereunto signed my name on the 18th day of July, 2011.

/s/ Edward A. Carroll
Edward A. Carroll