Form Type: 4

SEC EDGAR Link
Acccession Number:0001209191-19-047975
Date:2019-08-29
Issuer: MADISON SQUARE GARDEN CO (MSG)
Original Submission Date:

Reporting Person:

DOLAN JAMES LAWRENCE
TWO PENN PLAZA
NEW YORK, NY 10121-0091

Reporting Person:

DOLAN KRISTIN A
TWO PENN PLAZA
NEW YORK, NY 10121-0091

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-08-29 A 22,430 a $0.00 168,619 f3 direct
CLASS A COMMON STOCK 2019-08-29 F 10,407 d $248.11 158,212 f3 direct
CLASS A COMMON STOCK 2019-08-30 M 947 a $0.00 159,159 f3 direct
CLASS A COMMON STOCK 2019-08-30 F 463 d $252.33 158,696 f3 direct
CLASS A COMMON STOCK 2019-08-30 M 5,830 a $0.00 164,526 f3 direct
CLASS A COMMON STOCK 2019-08-30 F 2,854 d $252.33 161,672 f3 direct
CLASS A COMMON STOCK 0 $0.00 7,604 f8 indirect
CLASS A COMMON STOCK 0 $0.00 491 f9 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2019-08-29 deemed execution date A 16,197 (a) 2022-09-15 class a common stock 16,197 $0.00 16,197 direct
RESTRICTED STOCK UNITS 0.0 2019-08-30 deemed execution date M 947 (d) 2019-08-30 class a common stock 947 $0.00 474 direct
RESTRICTED STOCK UNITS 0.0 2019-08-30 deemed execution date M 5,830 (d) 2019-08-30 class a common stock 5,830 $0.00 5,830 direct
Footnotes
IDfootnote
f1 each performance restricted stock unit ("psu") was granted on september 26, 2016 under the the madison square garden company ("msg") 2015 employee stock plan (the "2015 employee stock plan"). the psus vested on august 29, 2019 upon the achievement of performance criteria established at the time of grant.
f2 includes shares held jointly with spouse.
f3 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.
f4 represents psus of msg withheld to satisfy tax withholding obligations in connection with the vesting of psus described in footnote 1 above, exempt under rule 16b-3.
f5 each restricted stock unit ("rsu") was granted on october 3, 2018 under the 2015 employee stock plan and represents a right to receive one share of class a common stock or the cash equivalent thereof. two-thirds of the rsus vested and were settled on august 30, 2019. the remaining one-third of the rsus will vest on august 30, 2020.
f6 represents rsus of msg withheld to satisfy tax withholding obligations in connection with the vesting of rsus described in footnote 5 and 7, exempt under rule 16b-3.
f7 each rsu was granted on august 30, 2017 under the 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 august 30, 2018. one-third of the rsus vested and were settled on august 30, 2019. the remaining one-third of the rsus will vest on august 30, 2020.
f8 securities held directly 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 pecuniary 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.
f9 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.
f10 each rsu was granted under the 2015 employee stock plan and represents a right to receive one share of class a common stock or the cash equivalent thereof.
f11 the rsus vest and are settled in three equal installments on september 15, 2020, september 15, 2021 and september 15, 2022.

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