Edgar Filing: DOLAN CHARLES F

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DOLAN CHARLES F

2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Co [MSG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of 13D Group

(Last)

(First)

(Middle)

TWO PENN PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012

(Street)

NEW YORK, NY 10121

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/30/2012		M		221,225	A	$ 7.12	287,180	D ⁽¹⁾
Class A Common Stock	11/30/2012		M		41,666	A	$ 7.49	328,846	D ⁽¹⁾
Class A Common Stock	11/30/2012		M		20,833	A	$ 7.08	349,679	D ⁽¹⁾
Class A Common Stock	11/30/2012		M		37,200	A	$ 10.78	386,879	D ⁽¹⁾
Class A Common Stock	11/30/2012		M		18,600	A	$ 10.78	405,479	D ⁽¹⁾
Class A Common Stock	11/30/2012		F		188,877.942 ⁽⁴⁾	D	$ 43.8	216,601.058	D ⁽¹⁾
Class A Common Stock	11/30/2012		D		2.058 ⁽⁵⁾	D	$ 43.8	216,599	D ⁽¹⁾

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Right to Buy)

$ 7.12

11/30/2012

221,225

⁽²⁾

09/05/2014

Class A Common Stock

221,225

$ 0

D ⁽³⁾

Options (Right to Buy)

$ 7.49

11/30/2012

41,666

02/24/2010

06/25/2013

Class A Common Stock

41,666

$ 0

D ⁽³⁾

Options (Right to Buy)

$ 7.08

11/30/2012

20,833

02/24/2010

06/25/2013

Class A Common Stock

20,833

$ 0

D ⁽³⁾

Options (Right to Buy)

$ 10.78

11/30/2012

37,200

02/24/2010

10/01/2014

Class A Common Stock

37,200

$ 0

D ⁽³⁾

Options (Right to Buy)

$ 10.78

11/30/2012

18,600

02/24/2010

10/01/2014

Class A Common Stock

18,600

$ 0

D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOLAN CHARLES F TWO PENN PLAZA NEW YORK, NY 10121	X	X		Member of 13D Group
DOLAN HELEN A 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797		X		Member of 13D Group

Signatures

Wiliam A. Frewin, Attorney-in-Fact to Charles F. Dolan		12/03/2012
^**Signature of Reporting Person		Date
Wiliam A. Frewin, Attorney-in-Fact for Helen A. Dolan		12/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Securities held directly by Charles F. Dolan, Helen A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of all the securities of The Madison Square Garden Company ("MSG") beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities 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.
(2)	The options vested in three equal installments on each of March 5, 2010, March 5, 2011 and March 5, 2012.
(3)	Ms. Dolan disclaims beneficial ownership of all options of MSG beneficially owned or deemed to be beneficially owned by her spouse 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)	Shares withheld to pay exercise price and withholding taxes on exercise of options exempt under Rule 16b-3
(5)	Disposition to issuer of fractional shares due to rounding exempt under 16b-3.

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