SEC Form 4 · accession 0001209191-15-073255
Madison Square Garden Sports Corp. · MSGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
James Lawrence Dolan
Officer — Executive Chairman · Director · Other
Kristin A Dolan
Director
Period of report
Sep 30, 2015
Accepted (ET)
Oct 2, 2015 · 4:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636519
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Sep 30, 2015 | J | 6,163 | — | A | 7,604 | D | |
| Class A Common StockF4,F3 | holding | — | — | — | 129 | I | 401(k) | |
| Class A Common StockF5,F6,F7 | holding | — | — | — | 99,554 | I | By Spouse | |
| Class A Common StockF8,F9 | holding | — | — | — | 491 | I | By Minor Children | |
| Class A Common StockF10,F11 | holding | — | — | — | 1,051 | I | By Members of the Household |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF13,F7,F12 | — | Sep 30, 2015 | J | 5,093 | A | Sep 17, 2016 | Sep 17, 2016 | Class A Common Stock | 5,093 | 5,093 | I |
| Restricted Stock UnitsF13,F7,F12 | — | Sep 30, 2015 | J | 4,410 | A | Sep 24, 2017 | Sep 24, 2017 | Class A Common Stock | 4,410 | 4,410 | I |
| Class B Common StockF15,F7,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 5,052 | 5,052 | I |
Explanation of responses
- F1Represents Class A Common Stock received by Kristin A. Dolan, James L. Dolan's spouse, in connection with the distribution by MSG Networks Inc. (formerly, The Madison Square Garden Company, and referred to herein as "MSG Networks") of all of the outstanding common stock of The Madison Square Garden Company (formerly, MSG Spinco, Inc. and referred to herein as "MSG") to its stockholders (the "Distribution") pursuant to vested MSG Networks restricted stock units, in a transaction exempt under Rules 16a-9 or 16b-6, and 16b-3. The shares of Class A Common Stock were granted pursuant to the 2015 Stock Plan for Non-Employee Directors.
- F10Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by members of the Reporting Persons' household in connection with the Distribution, in a transaction exempt under Rule 16a-9.
- F11Reporting 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.
- F12Each restricted stock unit is granted under the MSG 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.
- F13Reflects acquisition of restricted stock units in connection with the Distribution in a transaction exempt under Rule 16a-9 or 16b-6 and 16b-3. James L. Dolan, Kristin A. Dolan's spouse, received one MSG restricted stock unit in respect of every three MSG Networks restricted stock units.
- F14The Madison Square Garden Company Class B Common Stock (the "Class B Common Stock") 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").
- F15Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class B Common Stock received by James L. Dolan, Krstin A. Dolan's spouse, in connection with the Distribution, in an exempt transaction under Rule 16a-9.
- F2Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by Kristin A. Dolan, James L. Dolan's spouse, in connection with the Distribution, in an exempt transaction under Rule 16a-9.
- F3Securities held directly (or through 401(k) plan) 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 precuniary interest) and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F4Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by Kristin A. Dolan (through a 401(k) plan), in connection with the Distribution, in an exempt transaction under Rule 16a-9.
- F5Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by James L. Dolan, Krstin A. Dolan's spouse, in connection with the Distribution, in an exempt transaction under Rule 16a-9.
- F6Includes shares held jointly with spouse.
- F7Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. 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 his 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.
- F8Reflects transfer of shares previously owned directly by MSG Networks and its subsidiaries exempt under Rule 16a-13. Includes shares of MSG Class A Common Stock received by the Reporting Persons' minor children in connection with the Distribution, in a transaction exempt under Rule 16a-9.
- F9Reporting 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.