Statement of Changes in Beneficial Ownership (4)
September 17 2019 - 4:38PM
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 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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D'Ambrosio Philip Gerard |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Treasurer
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(Last)
(First)
(Middle)
TWO PENNSYLVANIA PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/13/2019
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(Street)
NEW YORK, NY 10121
(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)
_X
_ Form filed by One Reporting Person
___ 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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9/13/2019
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M
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27
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A
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$0.00 (1)
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3199
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D
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Class A Common Stock
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9/13/2019
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F(2)
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13
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D
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$268.64
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3186
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D
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Class A Common Stock
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9/13/2019
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M
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407
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A
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$0.00 (3)
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3593
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D
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Class A Common Stock
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9/13/2019
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F(2)
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199
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D
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$268.64
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3394
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D
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Class A Common Stock
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9/13/2019
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M
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710
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A
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$0.00 (4)
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4104
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D
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Class A Common Stock
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9/13/2019
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F(2)
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347
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D
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$268.64
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3757
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D
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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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(1)
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9/13/2019
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M
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27
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(1)
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9/15/2021
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Class A Common Stock
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27
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$0.00
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56
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D
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Restricted Stock Units
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(3)
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9/13/2019
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M
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407
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(3)
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9/15/2021
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Class A Common Stock
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407
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$0.00
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815
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D
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Restricted Stock Units
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(4)
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9/13/2019
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M
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710
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(4)
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9/13/2019
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Class A Common Stock
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710
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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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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D'Ambrosio Philip Gerard TWO PENNSYLVANIA PLAZA NEW YORK, NY 10121
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SVP, Treasurer
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Signatures
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/s/ Mark C. Cresitello, Attorney-in-Fact for Philip G. D'Ambrosio
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9/17/2019
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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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