UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
The Madison Square Garden Company
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
55826P 100
(CUSIP Number)
Richard D. Bohm
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212-909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 1, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M, Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M and the Charles F. Dolan 2009 Revocable Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
4,768,367 | ||||
8. | Shared Voting Power
4,199,611 | |||||
9. | Sole Dispositive Power
4,768,367 | |||||
10. | Shared Dispositive Power
4,199,611 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,967,978 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
12.7% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 5,514,163 shares of The Madison Square Garden Company Class A Common Stock, par value $0.01 per share (Class A Common Stock), issuable upon conversion of an equal number of shares of The Madison Square Garden Company Class B Common Stock, par value $0.01 per share (Class B Common Stock), held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 2 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M, Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M and the Helen A. Dolan 2009 Revocable Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
1,949,998 | ||||
8. | Shared Voting Power
7,017,980 | |||||
9. | Sole Dispositive Power
1,949,998 | |||||
10. | Shared Dispositive Power
7,017,980 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,967,978 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
12.7% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 5,514,163 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 3 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
632,114 | ||||
8. | Shared Voting Power
973,135 | |||||
9. | Sole Dispositive Power
632,114 | |||||
10. | Shared Dispositive Power
973,135 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,605,249 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
2.5% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 12,646,441 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 4 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
40,767 | ||||
8. | Shared Voting Power
966,844 | |||||
9. | Sole Dispositive Power
40,767 | |||||
10. | Shared Dispositive Power
966,844 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,007,611 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 5 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
34,227 | ||||
8. | Shared Voting Power
936,936 | |||||
9. | Sole Dispositive Power
34,227 | |||||
10. | Shared Dispositive Power
936,936 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
971,163 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 12,702,540 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 6 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Kathleen M. Dolan, individually, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and as a Trustee of the Charles F. Dolan Children Trusts | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
36,267 | ||||
8. | Shared Voting Power
5,739,923 | |||||
9. | Sole Dispositive Power
36,267 | |||||
10. | Shared Dispositive Power
5,739,923 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,776,190 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
8.6% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 434,274 Shares of Class A Common Stock beneficially owned by Dolan Childrens Foundation as to which the Reporting Person serves as a director and 8,089,548 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 7 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Marianne Dolan Weber | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
8,988 | ||||
8. | Shared Voting Power
939,291 | |||||
9. | Sole Dispositive Power
8,988 | |||||
10. | Shared Dispositive Power
939,291 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
948,279 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 434,274 Shares of Class A Common Stock beneficially owned by Dolan Childrens Foundation as to which the Reporting Person serves as a director and 12,697,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 8 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Deborah A. Dolan-Sweeney | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
3,647 | ||||
8. | Shared Voting Power
999,018 | |||||
9. | Sole Dispositive Power
3,647 | |||||
10. | Shared Dispositive Power
999,018 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,002,665 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 434,274 Shares of Class A Common Stock beneficially owned by Dolan Childrens Foundation as to which the Reporting Person serves as a director and 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 9 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trusts | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
1,953,526 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
1,953,526 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,953,526 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
3.1% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 11,716,049 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Lawrence J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 10 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
David M. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trusts | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
302,647 | ||||
8. | Shared Voting Power
1,959,276 | |||||
9. | Sole Dispositive Power
302,647 | |||||
10. | Shared Dispositive Power
1,959,276 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,261,923 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
3.5% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 11,716,049 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which David M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 11 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Paul J. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
95,220 | ||||
8. | Shared Voting Power
1,938,545 | |||||
9. | Sole Dispositive Power
95,220 | |||||
10. | Shared Dispositive Power
1,938,545 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,033,765 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
3.2% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 11,742,616 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Paul J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 12 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Matthew J. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
2,087 | ||||
8. | Shared Voting Power
1,906,210 | |||||
9. | Sole Dispositive Power
2,087 | |||||
10. | Shared Dispositive Power
1,906,210 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,297 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
3.0% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 11,770,795 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Matthew J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 13 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and the Charles F. Dolan Children Trust FBO Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
5,339 | ||||
8. | Shared Voting Power
1,905,181 | |||||
9. | Sole Dispositive Power
5,339 | |||||
10. | Shared Dispositive Power
1,905,181 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,520 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
3.0% | |||||
14. |
Type of Reporting Person
IN |
* | Excludes 11,783,559 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 14 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan Children Trust FBO Kathleen M. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
966,845 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,845 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,845 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 15 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
966,845 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,845 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,845 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 16 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan Children Trust FBO Marianne Dolan Weber | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
938,666 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
938,666 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
938,666 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 12,697,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 17 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan Children Trust FBO Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
933,879 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
933,879 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,879 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 12,702,540 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 18 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan Children Trust FBO Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
966,844 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,844 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,844 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 19 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan Children Trust FBO James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
966,844 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,844 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,844 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 20 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
383,546 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
383,546 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
383,546 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.6% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,218,304 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 21 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
383,546 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
383,546 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
383,546 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.6% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,218,304 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 22 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
301,546 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
301,546 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
301,546 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,300,304 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 23 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
308,546 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
308,546 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
308,546 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.5% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,293,304 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 24 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
371,546 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
371,546 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
371,546 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.6% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,230,304 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 25 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
203,546 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
203,546 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
203,546 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.3% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,398,304 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 26 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Ryan Dolan 1989 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
15,156 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
15,156 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,156 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,573,399 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Ryan Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 27 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Tara Dolan 1989 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
15,156 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
15,156 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,156 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,573,399 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Tara Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 28 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 29 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 30 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 31 of 49
CUSIP NO. 55826P 100 |
1. |
Name of Reporting Person
Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0% | |||||
14. |
Type of Reporting Person
OO |
* | Excludes 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 32 of 49
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment to Schedule 13D is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the Group Members) who may be deemed to beneficially own all of the shares of Class B Common Stock of The Madison Square Garden Company (the Issuer), par value $.01 per share (the Class B Common Stock), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $.01 per share (the Class A Common Stock, and together with the Class B Common Stock, the Common Stock), and a certain number of shares of Class A Common Stock, in each case as described herein, and (ii) the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M (the CFD 2011 GRAT #1M), the Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M (the CFD 2011 GRAT #2M), the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M (the HAD 2011 GRAT #1M) and the Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M (the HAD 2011 GRAT #2M and collectively with the CFD 2011 GRAT #1M, CFD 2011 GRAT #2M and HAD 2011 GRAT #1M, the Old GRATs), to reflect the substitution of promissory notes by certain Group Members for Class B Common Stock held by the Old GRATs, the disposition of all Issuer securities held by the Old GRATs and their ceasing to be Group Members.
The Schedule 13D (the Schedule) filed by the original Group Members on February 12, 2010, as amended and supplemented by Amendment No. 1 filed on November 19, 2010, Amendment No. 2 filed on March 10, 2011 and Amendment No. 3 filed on September 16, 2011, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4.
Item 2 | Identity and Background |
The disclosure in Item 2 is hereby amended by amending and restating part (a) thereof as follows:
(a) The names of the Reporting Persons who are Group Members are: Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust (the CFD 2009 Trust); Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust (the HAD 2009 Trust); James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the Dolan Children Trusts and individually, a Dolan Children Trust), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the 2009 Family Trusts and individually, a 2009 Family Trust); David M. Dolan, as a Trustee of the 2009 Family Trusts; Paul J. Dolan, as a Trustee of the Dolan Children Trusts FBO Kathleen M. Dolan and James L. Dolan; Matthew J. Dolan, as a Trustee of the Dolan Children Trusts FBO Marianne Dolan Weber and Thomas C. Dolan; Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan; Dolan Children Trust FBO Kathleen M. Dolan; Dolan Children Trust FBO Marianne Dolan Weber; Dolan Children Trust FBO Deborah Dolan-Sweeney; Dolan Children Trust FBO James L. Dolan; Dolan Children Trust FBO Thomas C. Dolan; Dolan Children Trust FBO Patrick F. Dolan; 2009 Family Trust FBO James L. Dolan; 2009 Family Trust FBO Thomas C. Dolan; 2009 Family Trust FBO Patrick F. Dolan; 2009 Family Trust FBO Kathleen M. Dolan; 2009 Family Trust FBO Marianne Dolan Weber; 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; and Tara Dolan 1989 Trust. The Old GRATs ceased to be Group Members on October 1, 2012.
Page 33 of 49
Item 3 | Source and Amount of Funds or Other Consideration |
The disclosure in Item 3 is hereby amended by adding the following at the end thereof:
On October 1, 2012, the Old GRATs distributed (a) an aggregate of 414,468 shares of the Issuers Class B Common Stock to the CFD 2009 Trust and (b) an aggregate of 201,219 shares of the Issuers Class B Common Stock to the HAD 2009 Trust.
On October 1, 2012, pursuant to the substitution of assets provision of the Old GRATs, (a) the CFD 2009 Trust received an aggregate of 1,730,735 shares of the Issuers Class B Common Stock from CFD 2011 GRAT #1M and CFD 2011 GRAT #2M, in exchange for promissory notes issued by Charles F. Dolan, and (b) the HAD 2009 Trust received an aggregate of 696,694 shares of the Issuers Class B Common Stock from HAD 2011 GRAT #1M and HAD 2011 GRAT #2M, in exchange for promissory notes issued by Helen A. Dolan.
For additional information regarding the share transfers and promissory notes, see Item 5(c) below.
Item 4 | Purpose of Transaction |
The disclosure in Item 4 is hereby amended by adding the following to the end thereof:
Each of the transactions described in Item 3 above effected on October 1, 2012 was effected for estate planning purposes for Charles F. Dolan and Helen A. Dolan.
Item 5 | Interest in Securities of the Issuer |
The disclosure in Item 5(a) and (b) is hereby amended and restated to read in its entirety as follows:
(a) and (b) The Group Members may be deemed to beneficially own an aggregate of 15,506,057 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,917,502 shares of Class A Common Stock (including options to purchase 886,315 shares of Class A Common Stock that are exercisable within sixty days of this filing), and (ii) 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 20% of the total shares of the Issuers common stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders Agreement (see Item 6 below). Individuals who are Group Members solely in their capacity as trustees of trusts that are Group Members may be deemed to beneficially own an additional 423,556 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Charles F. Dolan may be deemed to beneficially own an aggregate of 8,967,978 shares of Class A Common Stock, including (i) 893,586 shares of Class A Common Stock (including options to purchase 450,524 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 8,074,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 12.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 4,768,367 shares of Class A Common Stock (including 65,955 shares of Class A Common Stock and options to purchase 450,524 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally, and 4,251,888 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 4,199,611 shares of Class A Common Stock (including 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 3,822,504 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B
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Common Stock, including 1,949,998 shares of Class B Common Stock owned by the HAD 2009 Trust and 1,872,506 shares of Class B Common Stock owned by the 2009 Family Trusts). He disclaims beneficial ownership of 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 3,822,504 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 1,949,998 shares of Class B Common Stock owned by the HAD 2009 Trust and 1,872,506 shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Helen A. Dolan may be deemed to beneficially own an aggregate of 8,967,978 shares of Class A Common Stock, including (i) 893,586 shares of Class A Common Stock (including options to purchase 450,524 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 8,074,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 12.7% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of 1,949,998 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned by the HAD 2009 Trust and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,017,980 shares of Class A Common Stock (including 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 65,955 shares of Class A Common Stock and options to purchase 450,524 shares of Class A Common Stock exercisable within sixty days of this filing owned of record personally by her spouse, Charles F. Dolan, and 6,124,394 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 4,251,888 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 1,872,506 shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 297,337 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 65,955 shares of Class A Common Stock and options to purchase 450,524 shares of Class A Common Stock exercisable within sixty days of this filing owned of record personally by her spouse, and 6,124,394 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 4,251,888 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 1,872,506 shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
James L. Dolan may be deemed to beneficially own an aggregate of 1,605,249 shares of Class A Common Stock, including (i) 663,135 shares of Class A Common Stock (including options to purchase 427,041 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 942,114 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.5% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 632,114 shares of Class A Common Stock (including 187,792 shares of Class A Common Stock owned of record personally, 2,125 shares of Class A Common Stock held as custodian for one or more minor children and options to purchase 427,041 shares of Class A Common Stock that are exercisable within sixty days of this filing and 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 973,135 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with his spouse, 4,024 shares of Class A Common Stock owned of record personally by his spouse, 392 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, 625 shares of Class A Common Stock owned of record by members of his household, and 39,886 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit). He disclaims beneficial ownership of 2,125 shares of Class A
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Common Stock held as custodian for one or more minor children, 4,024 shares of Class A common Stock owned of record personally by his spouse, 625 shares of Class A Common Stock owned of record by members of his household, 392 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, and 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Thomas C. Dolan may be deemed to beneficially own 1,007,611 shares of Class A Common Stock, including (i) 80,653 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This amount represents approximately 1.6% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 40,767 shares of Class A Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit. He disclaims beneficial ownership of 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Patrick F. Dolan may be deemed to beneficially own an aggregate of 971,163 shares of Class A Common Stock, including (i) 85,148 shares of Class A Common Stock (including options to purchase 3,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 886,015 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.5% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 34,227 shares of Class A Common Stock (including 31,227 shares of Class A Common Stock and options to purchase 3,000 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 936,936 shares of Class A Common Stock (including 1,250 shares owned jointly with his spouse, 1,250 shares of Class A Common Stock owned of record by members of his household and 557 shares owned of record by the Daniel P. Mucci Trust (the Mucci Trust) for which he serves as co-trustee and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit and 886,015 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit). He disclaims beneficial ownership of 1,250 shares of Class A Common Stock owned of record by members of his household, 557 shares of Class A Common Stock held by the Mucci Trust, and 47,864 shares of Class A Common Stock and 886,015 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Kathleen M. Dolan may be deemed to beneficially own an aggregate of 5,776,190 shares of Class A Common Stock, including (i) 277,183 shares of Class A Common Stock and (ii) 5,499,007 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 8.6% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 36,267 shares of Class A Common Stock (including 4,705 shares of Class A Common Stock owned of record personally and 1,250 shares of Class A Common Stock held as custodian for one or more minor children and an aggregate of 30,312 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Ryan Dolan 1989 Trust and
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the Tara Dolan 1989 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,739,923 shares of Class A Common Stock (including an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,468,695 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts). She disclaims beneficial ownership of 1,250 shares of Class A Common Stock held as custodian for one or more minor children, an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,499,007 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Marianne Dolan Weber may be deemed to beneficially own an aggregate of 948,279 shares of Class A Common Stock, including (i) 57,477 shares of Class A Common Stock (including options to purchase 2,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.5% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 8,988 shares of Class A Common Stock (including 6,363 shares of Class A Common Stock, options to purchase 2,000 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally and 625 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 939,291 shares of Class A Common Stock (including 625 shares of Class A Common Stock owned personally by her spouse, and 47,864 shares of Class A Common Stock owned by the Dolan Children Trust for her benefit and 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 625 shares of Class A Common Stock held as custodian for a minor child, 625 shares of Class A Common Stock owned of record by her spouse, and 47,864 shares of Class A Common Stock and 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,002,665 shares of Class A Common Stock, including (i) 83,684 shares of Class A Common Stock (including options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.6% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 3,647 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 999,018 shares of Class A Common Stock (including 24,073 shares of Class A Common Stock and options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record by her spouse, 4,350 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit and 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 24,073 shares of Class A Common Stock and options to purchase 3,750 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record by her spouse, 4,350 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock and 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
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Lawrence J. Dolan may be deemed to beneficially own an aggregate of 1,953,526 shares of Class A Common Stock, including (i) 81,020 shares of Class A Common Stock and (ii) 1,872,506 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,953,526 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned with his spouse, an aggregate of 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts and an aggregate of 1,872,506 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). He disclaims beneficial ownership of an aggregate of 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts and an aggregate of 1,872,506 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
David M. Dolan may be deemed to beneficially own an aggregate of 2,261,923 shares of Class A Common Stock, including (i) 389,417 shares of Class A Common Stock and (ii) 1,872,506 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.5% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 302,647 shares of Class A Common Stock (including 3,442 shares of Class A Common Stock owned of record by the David M. Dolan Revocable Trust and 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,959,276 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with his spouse, 5,250 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 500 shares of Class A Common Stock held by his spouse as custodian for a minor child, an aggregate of 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 1,872,506 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). He disclaims beneficial ownership of 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 5,250 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 500 shares of Class A Common Stock held by his spouse as custodian for a minor child, an aggregate of 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 1,872,506 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.
Paul J. Dolan may be deemed to beneficially own an aggregate of 2,033,765 shares of Class A Common Stock, including (i) 187,826 shares of Class A Common Stock, and (ii) 1,845,939 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.2% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 95,220 shares of Class A Common Stock (including 3,778 shares of Class A Common Stock held as custodian for one or more minor children and 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,938,545 shares of Class A Common Stock (including 4,856 shares of Class A Common Stock owned jointly with his spouse, an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 1,845,939 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan
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Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan). He disclaims beneficial ownership of 3,778 shares of Class A Common Stock held as custodian for one or more minor children, 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10, an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 1,845,939 shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.
Matthew J. Dolan may be deemed to beneficially own an aggregate of 1,908,297 shares of Class A Common Stock, including (i) 90,537 shares of Class A Common Stock and (ii) 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.0% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 2,087 shares of Class A Common Stock (including 1,225 shares of Class A Common Stock owned of record personally and 862 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,906,210 shares of Class A Common Stock (including 350 shares of Class A Common Stock owned jointly with his spouse, 350 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 87,750 shares of Class A Common stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan). He disclaims beneficial ownership of 862 shares of Class A Common Stock held as custodian for a minor child, 350 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Mary S. Dolan may be deemed to beneficially own an aggregate of 1,910,520 shares of Class A Common Stock, including (i) 105,524 shares of Class A Common Stock and (ii) 1,804,996 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.0% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote and to dispose of or direct the disposition of 5,339 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,905,181 shares of Class A Common Stock (including 4,457 shares of Class A Common Stock owned jointly with her spouse, an aggregate of 95,728 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan and an aggregate of 1,804,996 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan). She disclaims beneficial ownership of 5,339 shares of Class A Common Stock held as custodian for one or more minor children, an aggregate of 95,728 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan and an aggregate of 1,804,996 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Deborah Dolan-Sweeney and Patrick F. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
The Charles F. Dolan Children Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A
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Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 15 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 16 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 938,666 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 17 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Patrick F. Dolan may be deemed to beneficially own an aggregate of 933,879 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 886,015 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 18 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 966,844 shares of Class A Common Stock, including (i) 39,886 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 19 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 966,844 shares of Class A Common Stock, including (i) 39,886 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 20 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 383,546 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 370,251 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 21 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 383,546 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 370,251 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the
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right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 22 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Patrick F. Dolan may be deemed to beneficially own an aggregate of 301,546 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 288,251 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 23 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 308,546 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 295,251 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 24 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 371,546 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 358,251 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 25 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 203,546 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 190,251 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Lawrence J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 26 of this Schedule 13D is hereby incorporated by reference.
The Ryan Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 27 of this Schedule 13D is hereby incorporated by reference.
The Tara Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 28 of this Schedule 13D is hereby incorporated by reference.
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None of the CFD 2011 GRAT #1M, the CFD 2011 GRAT #2M, the HAD 2011 GRAT #1M or the HAD 2011 GRAT #2M beneficially own any shares of Class A Common Stock.
(c) The following transactions in the Issuers Securities have been effected by Group Members within the 60 days prior to this filing:
On August 30, 2012, James L. Dolan disposed of 300 shares of Class A Common Stock as a gift.
On September 10, 2012, James L. Dolan received a compensatory grant from the Issuer of 21,680 shares of restricted stock units over Class A Common Stock.
On October 1, 2012, the trusts set forth in the table below distributed the number of shares of the Issuers Class B Common Stock to the CFD 2009 Trust or the HAD 2009 Trust as indicated in the table below. No funds were exchanged in connection with any of such transfers of shares of the Issuers Class B Common Stock.
Transferor |
Number of shares of Class B Common Stock transferred to Transferee |
Transferee | ||||
CFD 2011 GRAT #1M |
319,586 | Charles F. Dolan 2009 Revocable Trust | ||||
CFD 2011 GRAT #2M |
94,882 | Charles F. Dolan 2009 Revocable Trust | ||||
HAD 2011 GRAT #1M |
177,959 | Helen A. Dolan 2009 Revocable Trust | ||||
HAD 2011 GRAT #2M |
23,260 | Helen A. Dolan 2009 Revocable Trust |
On October 1, 2012, the trusts set forth in the table below transferred the number of shares of the Issuers Class B Common Stock set forth in the table below to the CFD 2009 Trust or the HAD 2009 Trust, as indicated in the table below, in exchange for a promissory note in the principal amount set forth in the table below. The shares were valued at $40.265 per share, the mean of the high and low trading price for the Class A Common Stock on October 1, 2012, for such purpose.
Transferor |
Number of shares of Class B Common Stock transferred to Transferee |
Promissory Note issued to Transferor |
Transferee | |||||||
CFD 2011 GRAT #1M |
873,975 | $ | 35,190,603.38 | Charles F. Dolan 2009 Revocable Trust | ||||||
CFD 2011 GRAT #2M |
856,760 | $ | 34,497,441.40 | Charles F. Dolan 2009 Revocable Trust | ||||||
HAD 2011 GRAT #1M |
486,664 | $ | 19,595,525.96 | Helen A. Dolan 2009 Revocable Trust | ||||||
HAD 2011 GRAT #2M |
210,030 | $ | 8,456,857.95 | Helen A. Dolan 2009 Revocable Trust |
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(e) On October 1, 2012, each of the CFD 2011 GRAT #1M, CFD 2011 GRAT #2M, HAD 2011 GRAT #1M and HAD 2011 GRAT #2M ceased to be a beneficial owner of Issuer securities and a Group Member.
Item 7 | Material to be Filed as an Exhibit. |
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:
Exhibit B.4: | Joint Filing Agreement, dated October 3, 2012. |
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: October 3, 2012
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust, the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M and the Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust, the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M and the Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
/s/ James L. Dolan |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE DOLAN WEBER, individually |
* |
Marianne Dolan Weber |
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DEBORAH A. DOLAN-SWEENEY, individually |
* |
Deborah A. Dolan-Sweeney |
KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust |
* |
Kathleen M. Dolan |
LAWRENCE J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
Lawrence J. Dolan |
DAVID M. DOLAN, not individually, but as a Trustee of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
David M. Dolan |
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PAUL J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan |
* |
Paul J. Dolan |
MATTHEW J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan |
* |
Matthew J. Dolan |
MARY S. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and the Charles F. Dolan Children Trust FBO Patrick F. Dolan |
* |
Mary S. Dolan |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
As Attorney-in-Fact |
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Exhibit B.4
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
Date: October 3, 2012
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust, the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M and the Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust, the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M and the Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
/s/ James L. Dolan |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE DOLAN WEBER, individually |
* |
Marianne Dolan Weber |
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DEBORAH A. DOLAN-SWEENEY, individually |
* |
Deborah A. Dolan-Sweeney |
KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust |
* |
Kathleen M. Dolan |
LAWRENCE J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
Lawrence J. Dolan |
DAVID M. DOLAN, not individually, but as a Trustee of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
David M. Dolan |
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PAUL J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan |
* |
Paul J. Dolan |
MATTHEW J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan |
* |
Matthew J. Dolan |
MARY S. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and the Charles F. Dolan Children Trust FBO Patrick F. Dolan |
* |
Mary S. Dolan |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
As Attorney-in-Fact |
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