Dolan Helen A Form 5 Madison Square Garden / CHARLES F DOLAN ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DOLAN CHARLES F

(Last) (First) (Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY NY 11797

(City) (State) (Zip)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	04/20/2018		G	6,163	D	$0.00(1)	0	D(2)(3)
Class A Common Stock	04/20/2018		G	6,163	A	$0.00(1)	33,572	I(3)(4)	By CFD 2009 Revocable Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(5)	12/07/2018		G		225,385	(5)	(5)	Class A Common Stock	225,385	$0.00(1)	0	I(3)(4)	By CFD 2009 Revocable Trust
Class B Common Stock	(5)	12/07/2018		G	112,693		(5)	(5)	Class A Common Stock	112,693	$0.00(1)	112,693	I(3)(6)	By CFD 2018 GRAT #1M
Class B Common Stock	(5)	12/07/2018		G	112,692		(5)	(5)	Class A Common Stock	112,692	$0.00(1)	0	I(7)(8)	By HAD 2009 Revocable Trust
Class B Common Stock	(5)	12/07/2018		G		112,692	(5)	(5)	Class A Common Stock	112,692	$0.00(1)	0	I(7)(8)	By HAD 2009 Revocable Trust
Class B Common Stock	(5)	12/07/2018		G	112,692		(5)	(5)	Class A Common Stock	112,692	$0.00(1)	112,692	I(8)(9)	By HAD 2018 GRAT #1M

1. Name and Address of Reporting Person^*

DOLAN CHARLES F

(Last) (First) (Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY NY 11797

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DOLAN HELEN A

(Last) (First) (Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY NY 11797

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charles F. Dolan 2009 Revocable Trust

(Last) (First) (Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY NY 11797

(City) (State) (Zip)

Explanation of Responses:

1. Gift.

2. Securities held directly by Mr. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan.

3. Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

4. Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.

5. The Madison Square Garden Company 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 The Madison Square Garden Company Class A Common Stock (the "Class A Common Stock") of the Issuer.

6. These securities are owned solely by the Charles F. Dolan 2018 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust.

7. Helen A. Dolan is a co-trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.

8. Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

9. These securities are owned solely by the Helen A. Dolan 2018 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.

Remarks:

	/s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan	02/14/2019
	/s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan	02/14/2019
	CHARLES F. DOLAN 2009 REVOCABLE TRUST By: /s/ Dennis H. Javer, as Attorney-in-Fact	02/14/2019
	** Signature of Reporting Person	Date
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