Sec Form 4 Filing - DOLAN CHARLES F @ Madison Square Garden Co - 2015-09-30

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
DOLAN CHARLES F
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 X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 13D Group
(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE, 340 CROSSWAYS PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2015
(Street)
WOODBURY, NY11797
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/30/2015 J( 1 ) 6,163 ( 1 ) A 6,163 ( 2 ) D ( 3 ) ( 4 )
Class A Common Stock 27,409 ( 5 ) I ( 4 ) ( 6 ) By CFD 2009 Revocable Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 225,385 ( 8 ) 225,385 ( 8 ) I ( 4 ) ( 6 ) By CFD 2009 Revocable Trus
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN CHARLES F
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY, NY11797
X X Member of 13D Group
DOLAN HELEN A
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY, NY11797
X Member of 13D Group
Signatures
/s/ Brian G. Sweeney, Attorney-in-fact for Charles F. Dolan 10/02/2015
Signature of Reporting Person Date
/s/ Brian G. Sweeney, Attorney-in-fact for Helen A. Dolan 10/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the distribution by MSG Networks Inc. (formerly, The Madison Square Garden Company, and referred to herein as "MSG Networks") of all of the outstanding common stock of The Madison Square Garden Company (formerly, MSG Spinco, Inc. and referred to herein as "MSG") to its stockholders (the "Distribution") pursuant to vested MSG Networks restricted stock units, in a transaction exempt under Rules 16a-9 or 16b-6, and 16b-3. The shares of Class A Common Stock were granted pursuant to the 2015 Stock Plan for Non-Employee Directors.
( 2 )Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rule 16a-9.
( 3 )Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan.
( 4 )Helen A. Dolan disclaims beneficial ownership of these securities 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.
( 5 )Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Represents shares of MSG Class A Common Stock received by the Charles F. Dolan 2009 Revocable Trust in connection with the Distribution in an exempt transaction under Rule 16a-9.
( 6 )Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
( 7 )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").
( 8 )Reflects transfer of shares of Class B Common Stock previously owned directly by MSG Networks and its subsidiaries and received by the Charles F. Dolan 2009 Revocable Trust in connection with the Distribution in a transaction exempt under Rule 16a-9 and Rule 16a-13.

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