Sec Form 4 Filing - D'Ambrosio Philip Gerard @ Madison Square Garden Co - 2019-09-13

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 D'Ambrosio Philip Gerard 2. Issuer Name and Ticker or Trading Symbol Madison Square Garden Co [ MSG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Treasurer (Last) (First) (Middle) TWO PENNSYLVANIA PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2019 (Street) NEW YORK, NY10121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/13/2019 M 27 A $ 0 ( 1 ) 3,199 D Class A Common Stock 09/13/2019 F( 2 ) 13 D $ 268.64 3,186 D Class A Common Stock 09/13/2019 M 407 A $ 0 ( 3 ) 3,593 D Class A Common Stock 09/13/2019 F( 2 ) 199 D $ 268.64 3,394 D Class A Common Stock 09/13/2019 M 710 A $ 0 ( 4 ) 4,104 D Class A Common Stock 09/13/2019 F( 2 ) 347 D $ 268.64 3,757 D

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 Restricted Stock Units ( 1 ) 09/13/2019 M 27 ( 1 ) 09/15/2021 Class A Common Stock 27 $ 0 56 D Restricted Stock Units ( 3 ) 09/13/2019 M 407 ( 3 ) 09/15/2021 Class A Common Stock 407 $ 0 815 D Restricted Stock Units ( 4 ) 09/13/2019 M 710 ( 4 ) 09/13/2019 Class A Common Stock 710 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other D'Ambrosio Philip Gerard TWO PENNSYLVANIA PLAZA NEW YORK, NY10121 SVP, Treasurer Signatures /s/ Mark C. Cresitello, Attorney-in-Fact for Philip G. D'Ambrosio 09/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") was granted on May 24, 2019 under The Madison Square Garden Company ("MSG") 2015 Employee Stock Plan (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 September 13, 2019. The remaining two-thirds of the RSUs will vest on September 15, 2020 and September 15, 2021. ( 2 )Represents RSUs of MSG withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 3 and 4, exempt under Rule 16b-3. ( 3 )Each RSU was granted on August 29, 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. One-third of the RSUs vested and were settled on September 13, 2019. The remaining two-thirds of the RSUs will vest on September 15, 2020 and September 15, 2021. ( 4 )Each RSU was granted on September 26, 2016 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 September 26, 2017. One-third of the RSUs vested and were settled on September 14, 2018. One-third of the RSUs vested and were settled on September 13, 2019.

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).

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