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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 | ||||||||
Options (Right to Buy) | $ 7.49 (4) | 02/24/2010 | J(5) | 41,666 (5) | 02/24/2010(5)(6) | 06/25/2013 | Madison Square Garden, Inc. Class A Common Stock | 41,666 | $ 0 | 41,666 | D (3) | ||||
Options (Right to Buy) | $ 7.08 (4) | 02/24/2010 | J(5) | 20,833 (5) | 02/24/2010(5)(6) | 06/25/2013 | Madison Square Garden, Inc. Class A Common Stock | 20,833 | $ 0 | 20,833 | D (3) | ||||
Options (Right to Buy) | $ 10.78 (4) | 02/24/2010 | J(5) | 18,600 (5) | 02/24/2010(5)(6) | 10/01/2014 | Madison Square Garden, Inc. Class A Common Stock | 18,600 | $ 0 | 18,600 | D (3) | ||||
Options (Right to Buy) | $ 10.78 (4) | 02/24/2010 | J(5) | 15,000 (5) | 02/24/2010(5)(6) | 11/08/2015 | Madison Square Garden, Inc. Class A Common Stock | 15,000 | $ 0 | 15,000 | D (3) | ||||
Options (Right to Buy) | $ 10.78 (4) | 02/24/2010 | J(5) | 37,200 (5) | 02/24/2010(5)(6) | 10/01/2014 | Madison Square Garden, Inc. Class A Common Stock | 37,200 | $ 0 | 37,200 | D (3) | ||||
Options (Right to Buy) | $ 10.78 (4) | 02/24/2010 | J(5) | 30,000 (5) | 02/24/2010(5)(6) | 11/08/2015 | Madison Square Garden, Inc. Class A Common Stock | 30,000 | $ 0 | 30,000 | D (3) | ||||
Options (Right to Buy) | $ 14.25 (4) | 02/24/2010 | J(5) | 66,000 (5) | 02/24/2010(5)(6) | 06/05/2016 | Madison Square Garden, Inc. Class A Common Stock | 66,000 | $ 0 | 66,000 | D (3) | ||||
Options (Right to Buy) | $ 7.12 (4) | 02/24/2010 | J(5) | 221,225 (5) | (5)(7) | 09/05/2014 | Madison Square Garden, Inc. Class A Common Stock | 221,225 | $ 0 | 221,225 | D (3) | ||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 354,644 | 354,644 (9) | D (3) | ||||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 1,818,125 | 1,818,125 (10) | I (3) | By CFD Rev. Trust (3) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 973,977 | 973,977 (11) | I (3) | By 2008 Grat #2 (3) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 524,727 | 524,727 (12) | I (3) | By 2009 Grat #1 (3) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 194,919 | 194,919 (13) | I (3) | By 2009 Grat #2 (3) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 180,283 | 180,283 (14) | I (3) | By 2009 Grat #3 (3) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 205,213 | 205,213 (15) | I (3) | By 2010 Grat #1 (3) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 975,000 | 975,000 (16) | I (17) | By HAD Rev. Trust (17) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 756,421 | 756,421 (18) | I (17) | By HAD 2009 Grat #1 (17) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 100,255 | 100,255 (19) | I (17) | By HAD 2009 Grat #2 (17) | |||||||
Madison Square Garden, Inc. Class B Common Stock | $ 0 (8) | (8) | (8) | Madison Square Garden, Inc. Class A Common Stock | 118,322 | 118,322 (20) | I (17) | By HAD 2009 Grat #3 (17) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOLAN CHARLES F TWO PENN PLAZA NEW YORK, NY 10121 |
X | Member of 13(d) Group | ||
DOLAN HELEN A TWO PENN PLAZA NEW YORK, NY 10121 |
Member of 13(d) Group |
/s/ Lawrence J. Burian, Attorney-in-fact for Charles F. Dolan | 02/26/2010 | |
**Signature of Reporting Person | Date | |
/s/ Brian G. Sweeney, Attorney-in-fact for Helen A. Dolan | 02/26/2010 | |
**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) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision Systems Corporation ("Cablevision") and its subsidiaries and received by Mr. Dolan in connection with the legal and structural separation of Madison Square Garden, Inc. ("MSG") from Cablevision (the "Spin-off") in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(2) | Includes shares of restricted stock received by Mr. Dolan in connection with the Spin-off in a transaction exempt under Rule 16a-9. |
(3) | Ms. Dolan disclaims beneficial ownership of all shares of MSG beneficially owned or deemed to be beneficially owned directly or indirectly by her spouse (other than shares in which she has a direct pecuniary interest) and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(4) | The exercise price was determined by allocating the exercise price for the option under the Cablevision equity plan between the existing Cablevision option and the MSG option based upon the ten-day weighted average prices of the Cablevision NY Group Class A Common Stock and the MSG Class A Common Stock immediately following the Spin-off. The underlying share amount takes into account the distribution ratio of four Cablevision shares of common stock to one share of MSG common stock. |
(5) | Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Spin-off, and granted pursuant to the MSG 2010 Employee Stock Plan, in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. |
(6) | The options are fully exercisable and vested as of the date of this filing. |
(7) | The stock options will vest in three equal installments on each of March 5, 2010, March 5, 2011 and March 5, 2012. |
(8) | Class B Common Stock of the Issuer is convertible at the option of the holder share for share into Class A Common Stock of the Issuer. |
(9) | Reflects receipt of 354,655 shares of Class B Common Stock in an annuity payment from the Charles F. Dolan Grantor Retained 2009 Annuity Trust #1 in a transfer exempt under Rule 16a-13. |
(10) | Reflects transfer of shares of Class B Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Charles F. Dolan 2008 Grantor Retained Revocable Trust in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(11) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Charles F. Dolan 2008 Grantor Retained Annuity Trust #2 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(12) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Charles F. Dolan 2009 Grantor Retained Annuity Trust #1 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(13) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Charles F. Dolan 2009 Grantor Retained Annuity Trust #2 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(14) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Charles F. Dolan 2009 Grantor Retained Annuity Trust #3 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(15) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Charles F. Dolan 2010 Grantor Retained Annuity Trust #1 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(16) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Helen A. Dolan 2009 Revocable Trust in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(17) | Mr. Dolan disclaims beneficial ownership of all shares of MSG beneficially owned or deemed to be beneficially owned directly or indirectly by his spouse (other than shares in which he has a direct pecuniary interest) and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
(18) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Helen A. Dolan 2009 Grantor Retained Annuity Trust #1 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(19) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Helen A. Dolan 2009 Grantor Retained Annuity Trust #2 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |
(20) | Reflects transfer of shares of Class A Common Stock previously owned directly by Cablevision and its subsidiaries and received by the Helen A. Dolan 2009 Grantor Retained Annuity Trust #3 in connection with the Spin-off in a transaction exempt under Rule 16a-9 and Rule 16a-13. |