SEC Form 4 · accession 0001209191-15-075746
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
Oct 14, 2015
Accepted (ET)
Oct 16, 2015 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636519
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Right to Buy)F3,F5,F1,F2,F4 | $32.76 | Oct 14, 2015 | J | 22,000 | A | — | Jun 5, 2016 | Class A Common Stock | 22,000 | 22,000 | D |
| Restricted Stock UnitsF5,F6,F7,F9 | — | Oct 14, 2015 | J | 3,657 | A | — | Sep 11, 2018 | Class A Common Stock | 3,657 | 3,657 | D |
Explanation of responses
- F1The exercise price was determined by allocating the exercise price for the option under the MSG Networks Inc. (formerly, The Madison Square Garden Company, and referred to herein as "MSG Networks") 2010 Employee Stock Plan between the existing MSG Networks option and The Madison Square Garden Company (formerly, MSG Spinco, Inc., and referred to herein as "MSG") option based upon the volume weighted average prices of the MSG Networks Class A Common Stock and the MSG Class A Common Stock over the ten trading days (The remainder of the footnote is continued in footnote (2) below.)
- F2immediately following the distribution by MSG Networks of all of the outstanding common stock of MSG to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. The underlying share amount takes into account the Distribution ratio of one share of MSG common stock to every three shares of MSG Networks common stock.
- F3Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Distribution, and granted pursuant to the 2015 Employee Stock Plan, in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3.
- F4The options are fully exercisable and vested as of the date of this filing.
- F5Securities 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 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.
- F6Each 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.
- F7Reflects acquisition of restricted stock units in connection with the Distribution in a transaction exempt under Rules 16a-9 or 16b-6 and 16b-3. The number of restricted stock units represents a value equal to 70% of the value of the MSG Networks award at the time of the Distribution. (The remainder of the footnote is continued in footnote (7) below.)
- F8The value of the MSG restricted stock units and MSG Networks restricted stock units was based upon the volume weighted average prices of the MSG Class A Common Stock over the ten trading days immediately following the Distribution, and MSG Networks Class A Common Stock over the ten trading days immediately preceding the Distribution. Each 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.
- F9The restricted stock units are scheduled to vest in three equal installments on September 11, 2016, September 11, 2017 and September 11, 2018, subject to the achievement of certain performance measures.