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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) | $ 3.8 (1) | 02/24/2010 | J(2) | 3,423 (2) | 02/24/2010(2) | 05/31/2010 | Madison Square Garden, Inc. Class A Common Stock | 3,423 | $ 0 | 3,423 | D (2) | ||||
| Options (Right to Buy) | $ 7.27 (1) | 02/24/2010 | J(2) | 1,875 (2) | 02/24/2010(2) | 10/01/2014 | Madison Square Garden, Inc. Class A Common Stock | 1,875 | $ 0 | 1,875 | D (2) | ||||
| Options (Right to Buy) | $ 10.78 (1) | 02/24/2010 | J(2) | 1,875 (2) | 02/24/2010(2) | 11/08/2015 | Madison Square Garden, Inc. Class A Common Stock | 1,875 | $ 0 | 1,875 | D (2) | ||||
| Stock Appreciation Rights | $ 3.8 (3) | 02/24/2010 | J(4) | 3,423.75 (4) | 02/24/2010(4) | 05/31/2010 | Madison Square Garden, Inc. Class A Common Stock | 3,423.75 | $ 0 | 3,423.75 | D (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sweeney Brian TWO PENN PLAZA NEW YORK, NY 10121 |
X | |||
| DOLAN-SWEENEY DEBORAH A TWO PENN PLAZA NEW YORK, NY 10121 |
X | Member of 13(d) Group | ||
| /s/ Brian G. Sweeney | 02/26/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Brian G. Sweeney, Attorney-in-fact for Deborah A. Dolan-Sweeney | 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) | The exercise price was determined by allocating the exercise price for the option under the Cablevision Systems Corporation ("Cablevision") equity plan between the existing Cablevision option and the Madison Square Garden, Inc. ("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 legal and structural separation of MSG from Cablevision ("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. |
| (2) | Represents options to purchase Class A Common Stock received by Mr. Sweeney in connection with the Spin-off, and granted pursuant to the MSG 2010 Employee Stock Plan (the "Plan"), in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. The options are fully exercisable and vested as of the date of this filing. Ms. Dolan-Sweeney 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-Sweeney is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| (3) | The exercise price was determined by allocating the exercise price for the stock appreciation right ("SAR") under the Cablevision equity plan between the existing Cablevision SAR and the MSG SAR 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. |
| (4) | Represents SARs in respect of Class A Common Stock received by Mr. Sweeney in connection with the Spin-off, and granted pursuant to the Plan, in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. The SARs are fully vested and exercisable as of the date of this filing. Ms. Dolan-Sweeney disclaims beneficial ownership of all MSG SARs beneficially owned or deemed to be beneficially owned by her spouse and this filing shall not be deemed an admission that Ms. Dolan-Sweeney is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |