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
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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)
TWO 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 13D Group
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2016
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 09/09/2016 M 1,219 A $0.00(1) 122,773(2) D(3)
Class A Common Stock 09/09/2016 F(4) 450 D $175.06 122,323(2) D(3)
Class A Common Stock 09/12/2016 P 4,921 A $182.96 127,244(2) D(3)
Class A Common Stock 7,604 I(5) By Spouse
Class A Common Stock 129 I(5) 401(k)
Class A Common Stock 1,051 I(6) By Members of Household
Class A Common Stock 491 I(7) By Minor Children
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) 09/09/2016 M 1,219 (1) 09/11/2018 Class A Common Stock 1,219 $0.00 2,438 D(3)
Class B Common Stock (8) 09/12/2016 P 8,993 (8) (8) Class A Common Stock 8,993 $182.96 14,045 D(3)
1. Name and Address of Reporting Person*
DOLAN JAMES LAWRENCE

(Last) (First) (Middle)
TWO PENN PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dolan Kristin A

(Last) (First) (Middle)
TWO PENN PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on September 11, 2015 under The Madison Square Garden Company ("MSG") 2015 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 September 9, 2016. The remaining two-thirds of the RSUs vest on September 11, 2017 and September 11, 2018.
2. Includes shares held jointly with spouse.
3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
4. Represents RSUs of MSG withheld to satisfy tax withholding obligations in connection with the settlement of RSUs described in footnote 1 above, exempt under Rule 16b-3.
5. Securities held directly (or through 401(k) plan) by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct precuniary interest) and this report shall not be deemed to be 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 The Madison Square Garden Company 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.
7. Reporting Persons disclaim beneficial ownership of all securities of The Madison Square Garden Company 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.
8. The Madison Square Garden Company Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into The Madison Square Garden Company Class A Common Stock (the "Class A Common Stock").
Remarks:
/s/ James L. Dolan 09/13/2016
/s/ Kristin A. Dolan 09/13/2016
** 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).
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