Statement of Changes in Beneficial Ownership (4)
September 03 2019 - 4:29PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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DOLAN JAMES LAWRENCE |
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Co
[
MSG
]
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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
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Member of 13(d) Group
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(Last)
(First)
(Middle)
TWO PENN PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2019
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(Street)
NEW YORK, NY 10121-0091
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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8/29/2019
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A
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22430
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A
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$0.00 (1)
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168619 (2)
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D (3)
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Class A Common Stock
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8/29/2019
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F(4)
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10407
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D
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$248.11
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158212 (2)
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D (3)
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Class A Common Stock
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8/30/2019
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M
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947
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A
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$0.00 (5)
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159159 (2)
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D (3)
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Class A Common Stock
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8/30/2019
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F(6)
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463
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D
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$252.33
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158696 (2)
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D (3)
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Class A Common Stock
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8/30/2019
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M
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5830
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A
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$0.00 (7)
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164526 (2)
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D (3)
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Class A Common Stock
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8/30/2019
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F(6)
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2854
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D
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$252.33
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161672 (2)
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D (3)
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Class A Common Stock
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7604
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I (8)
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By Spouse
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Class A Common Stock
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491
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I (9)
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By Minor Children
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(10)
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8/29/2019
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A
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16197
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(11)
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9/15/2022
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Class A Common Stock
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16197
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$0.00
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16197
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D (3)
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Restricted Stock Units
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(5)
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8/30/2019
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M
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947
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(5)
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8/30/2019
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Class A Common Stock
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947
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$0.00
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474
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D (3)
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Restricted Stock Units
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(7)
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8/30/2019
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M
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5830
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(7)
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8/30/2019
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Class A Common Stock
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5830
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$0.00
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5830
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D (3)
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Explanation of Responses:
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(1)
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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.
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(2)
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Includes shares held jointly with spouse.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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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.
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(9)
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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.
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(10)
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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.
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(11)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DOLAN JAMES LAWRENCE TWO PENN PLAZA NEW YORK, NY 10121-0091
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X
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Executive Chairman
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Member of 13(d) Group
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Dolan Kristin A TWO PENN PLAZA NEW YORK, NY 10121-0091
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X
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Signatures
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/s/ James L. Dolan
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9/3/2019
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**Signature of Reporting Person
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Date
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/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan
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9/3/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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