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* DOLAN JAMES LAWRENCE (Last) (First) (Middle) 2 PENN PLAZA (Street) NEW YORK NY 10121 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Madison Square Garden Co [ MSG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) Executive Chairman Member of 13(d) Group
	3. Date of Earliest Transaction (Month/Day/Year) 03/10/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Class A Common Stock	03/10/2014		M		31,380	A	$0(1)	237,373(3)	D(4)
Class A Common Stock	03/10/2014		F(2)		13,640	D	$57.55	223,733(3)	D(4)
Class A Common Stock								4,324	I(5)	By Spouse
Class A Common Stock								1,475	I(6)	By Minor Children
Class A Common Stock								2,775	I(7)	By Members of Household
Class A Common Stock								388.78	I(5)	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
Restricted Stock Units	(1)	03/10/2014		M			31,380	03/10/2014	03/10/2014	Class A Common Stock	31,380	$0	0	D

1. Name and Address of Reporting Person* DOLAN JAMES LAWRENCE (Last) (First) (Middle) 2 PENN PLAZA (Street) NEW YORK NY 10121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) X Other (specify below) Executive Chairman Member of 13(d) Group

1. Name and Address of Reporting Person* Dolan Kristin A (Last) (First) (Middle) 2 PENN PLAZA (Street) NEW YORK NY 10121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on March 10, 2011 under The Madison Square Garden Company ("MSG") 2010 Employee Stock Plan. The RSUs vested on March 10, 2014.

2. Represents RSUs of MSG withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 1 above.

3. Includes shares held jointly with Kristin A. Dolan.

4. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of all the securities of MSG beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

5. Securities held directly (or through 401(k) plan) by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of all the securities of MSG beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose,the beneficial owner of such securities.

6. Reporting Persons disclaim beneficial ownership of all securities of MSG beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

7. Reporting Persons disclaim beneficial ownership of all securities of MSG beneficially owned and deemed to be beneficially owned by members of their household and this filing shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

	/s/ Lawrence J. Burian, Attorney-in-Fact for James L. Dolan	03/12/2014
	/s/ Lawrence J. Burian, Attorney-in-Fact for Kristin A. Dolan	03/12/2014
	** Signature of Reporting Person	Date
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