Statement of Changes of Beneficial Ownership


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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DOLAN JAMES LAWRENCE
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                      _____ 10% Owner
__ X __ Officer (give title below)      __ X __ Other (specify below)
Executive Chairman / Member of 13(d) Group
(Last)          (First)          (Middle)

TWO PENN PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

9/22/2017
(Street)

NEW YORK, NY 10121-0091
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock   9/22/2017     M    4410   A $0.00   (1) 135456   (2) D   (3)  
Class A Common Stock   9/22/2017     F (4)    2274   D $213.60   133182   (2) D   (3)  
Class A Common Stock                  7733   I   (5) By Spouse  
Class A Common Stock                  1051   I   (6) By Members of Household  
Class A Common Stock                  491   I   (7) By Minor Children  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (8) 9/22/2017     M         4410    9/22/2017   9/22/2017   Class A Common Stock   4410   $0.00   0   D   (3)  

Explanation of Responses:
(1)  Each restricted stock unit ("RSU") was granted on September 24, 2014 under The Madison Square Garden Company ("MSG") 2015 Employee Stock Plan. The RSUs vested on September 22, 2017.
(2)  Includes shares held jointly with spouse.
(3)  Securities held directly by James L. Dolan, Kristin A. Dolan's spouse or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(4)  Represents RSUs of MSG withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 1 above, exempt under Rule 16b-3.
(5)  Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(6)  Reporting Persons disclaim beneficial ownership of all securities of MSG beneficially owned and deemed to be beneficially owned by members of their household and this filing shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(7)  Reporting Persons disclaim beneficial ownership of all securities of MSG beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(8)  Each RSU is granted under MSG 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOLAN JAMES LAWRENCE
TWO PENN PLAZA
NEW YORK, NY 10121-0091
X
Executive Chairman Member of 13(d) Group
Dolan Kristin A
TWO PENN PLAZA
NEW YORK, NY 10121-0091
X



Signatures
/s/ James L. Dolan 9/26/2017
** Signature of Reporting Person Date

/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan 9/26/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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