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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 1,270,422 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 1,270,422 | $ 28.44 | 0 | I | By CFD 2010 GRAT #6M (3) (6) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 1,200,384 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 1,200,384 | $ 28.44 | 0 | I | By CFD 2010 GRAT #7M (3) (7) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 1,031,082 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 1,031,082 | $ 28.44 | 0 | I | By CFD 2010 GRAT #8M (3) (8) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 3,501,888 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 3,501,888 | $ 28.44 | 3,501,888 | D (3) (9) | ||||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | G | 3,501,888 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 3,501,888 | $ 0 | 0 | D (3) (9) | ||||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | G | 3,501,888 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 3,501,888 | $ 0 | 3,501,888 | I | By CFD 2011 GRAT #1M (3) (10) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 750,000 | 750,000 | I | By Revocable Trust (3) (5) | |||||||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 687,349 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 687,349 | $ 28.44 | 0 | I | By HAD 2010 GRAT #6M (4) (11) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 667,849 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 667,849 | $ 28.44 | 0 | I | By HAD 2010 GRAT #7M (4) (12) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 594,800 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 594,800 | $ 28.44 | 0 | I | By HAD 2010 GRAT #8M (4) (13) | |||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | J(2) | 1,949,998 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 1,949,998 | $ 28.44 | 1,949,998 | D (4) (14) | ||||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | G | 1,949,998 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 1,949,998 | $ 0 | 0 | D (4) (14) | ||||
Madison Square Garden, Inc. Class B Common Stock | (1) | 03/08/2011 | G | 1,949,998 | (1) | (1) | Madison Square Garden, Inc. Class A Common Stock | 1,949,998 | $ 0 | 1,949,998 | I | By HAD 2011 GRAT #1M (4) (15) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOLAN CHARLES F TWO PENN PLAZA NEW YORK, NY 10121 |
X | Member of 13D Group | ||
DOLAN HELEN A 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 |
Member of 13D Group |
/s/ William A. Frewin, Attorney-in-Fact for Charles F. Dolan | 03/09/2011 | |
**Signature of Reporting Person | Date | |
/s/ William A. Frewin, as Attorney-in-Fact for Helen A. Dolan | 03/09/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Madison Square Garden, Inc. Class B Common Stock (the "Class B Common Stock") of the Issuer is convertible at the option of the holder on a share for share basis into Madison Square Garden, Inc. Class A Common Stock (the "Class A Common Stock") of the Issuer. |
(2) | Withdrawal of shares pursuant to substitution of assets provision of trust exempt under 16a-13. |
(3) | Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(4) | Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(5) | These securities are owned solely by the Charles F. Dolan 2009 Revocable Trust. Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. |
(6) | These securities were owned solely by the Charles F. Dolan 2010 Grantor Retained Annuity Trust #6M. Charles F. Dolan is the sole trustee and beneficiary of the trust. |
(7) | These securities were owned solely by the Charles F. Dolan 2010 Grantor Retained Annuity Trust #7M. Charles F. Dolan is the sole trustee and beneficiary of the trust. |
(8) | These securities were owned solely by the Charles F. Dolan 2010 Grantor Retained Annuity Trust #8M. Charles F. Dolan is the sole trustee and beneficiary of the trust. |
(9) | These securities are held directly by Charles F. Dolan. |
(10) | These securities are owned solely by the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust. |
(11) | These securities were owned solely by the Helen A. Dolan 2010 Grantor Retained Annuity Trust #6M. Helen A. Dolan is the sole trustee and beneficiary of the trust. |
(12) | These securities were owned solely by the Helen A. Dolan 2010 Grantor Retained Annuity Trust #7M. Helen A. Dolan is the sole trustee and beneficiary of the trust. |
(13) | These securities were owned solely by the Helen A. Dolan 2010 Grantor Retained Annuity Trust #8M. Helen A. Dolan is the sole trustee and beneficiary of the trust. |
(14) | These securities are held directly by Helen A. Dolan. |
(15) | These securities are owned solely by the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust. |
Remarks: Filing reflects (i) the receipt of shares of Class B Stock previously held through the Charles F. Dolan 2008 Grantor Retained Annuity Trust #2, the Charles F. Dolan 2009 Grantor Retained Annuity Trust #1. the Charles F. Dolan 2009 Grantor Retained Annuity Trust #2, the Charles F. Dolan 2009 Grantor Retained Annuity Trust #3 and the Charles F. Dolan 2010 Grantor Retained Annuity Trust #1, (ii) the contribution of shares of Class B Common Stock to create the Charles F. Dolan 2010 Grantor Retained Annuity Trust #6M, the Charles F. Dolan 2010 Grantor Retained Annuity Trust #7M and the Charles F. Dolan 2010 Grantor Retained Annuity Trust #7M for Mr. Dolan's benefit and for which he serves as sole trustee, (iii) the receipt of shares of Class B Stock previously held through the Helen A. Dolan 2009 Grantor Retained Annuity Trust #1. the Helen A. Dolan 2009 Grantor Retained Annuity Trust #2 and the Helen A. Dolan 2009 Grantor Retained Annuity Trust #3 and (iv) the contribution of shares of Class B Common Stock to create the Helen A. Dolan 2010 Grantor Retained Annuity Trust #6M, the Helen A. Dolan 2010 Grantor Retained Annuity Trust #7M and the Helen A. Dolan 2010 Grantor Retained Annuity Trust #7M for Mrs. Dolan's benefit and for which she serves as sole trustee, in each case in transfers exempt under Rule 16a-13. |