UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
August 27, 2014
(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).
CUSIP NO. 55826P 100 |
1. | Name of Reporting Person
Charles F. Dolan, individually and as Trustee of 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
777,034 | ||||
8. | Shared Voting Power
7,729,120 | |||||
9. | Sole Dispositive Power
777,034 | |||||
10. | Shared Dispositive Power
7,729,120 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,506,154 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
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. |
CUSIP NO. 55826P 100 |
1. | Name of Reporting Person
Helen A. Dolan, individually and as Trustee of 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
351,364 | ||||
8. | Shared Voting Power
8,154,790 | |||||
9. | Sole Dispositive Power
351,364 | |||||
10. | Shared Dispositive Power
8,154,790 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,506,154 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
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. |
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
387,434 | ||||
8. | Shared Voting Power
975,582 | |||||
9. | Sole Dispositive Power
387,434 | |||||
10. | Shared Dispositive Power
975,582 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,016 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
2.1% | |||||
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. |
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. |
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
2,342 | ||||
8. | Shared Voting Power
940,797 | |||||
9. | Sole Dispositive Power
2,342 | |||||
10. | Shared Dispositive Power
940,797 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
943,139 | |||||
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. |
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
36,867 | ||||
8. | Shared Voting Power
5,739,923 | |||||
9. | Sole Dispositive Power
36,867 | |||||
10. | Shared Dispositive Power
5,739,923 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,776,790 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.4% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 391,774 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. |
CUSIP NO. 55826P 100 |
1. | Name of Reporting Person
Marianne E. 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
8,363 | ||||
8. | Shared Voting Power
940,216 | |||||
9. | Sole Dispositive Power
8,363 | |||||
10. | Shared Dispositive Power
940,216 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
948,579 | |||||
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 391,774 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. |
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
999,843 | |||||
9. | Sole Dispositive Power
3,647 | |||||
10. | Shared Dispositive Power
999,843 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,003,490 | |||||
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 391,774 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. |
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
301,287 | ||||
8. | Shared Voting Power
7,130,370 | |||||
9. | Sole Dispositive Power
301,287 | |||||
10. | Shared Dispositive Power
7,130,370 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,431,657 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
10.5% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 6,545,405 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. |
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
95,820 | ||||
8. | Shared Voting Power
1,938,845 | |||||
9. | Sole Dispositive Power
95,820 | |||||
10. | Shared Dispositive Power
1,938,845 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,034,665 | |||||
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 11,742,616 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. |
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
2,387 | ||||
8. | Shared Voting Power
1,907,110 | |||||
9. | Sole Dispositive Power
2,387 | |||||
10. | Shared Dispositive Power
1,907,110 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,909,497 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
2.9% | |||||
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. |
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, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and 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
6,839 | ||||
8. | Shared Voting Power
9,031,453 | |||||
9. | Sole Dispositive Power
6,839 | |||||
10. | Shared Dispositive Power
9,031,543 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,038,292 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
12.5% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 4,740,409 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. |
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. |
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. |
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. |
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)
1.4% | |||||
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. |
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. |
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. |
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
1,245,320 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,245,320 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,245,320 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.9% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,356,530 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. |
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
1,245,320 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,245,320 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,245,320 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.9% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,356,530 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. |
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
1,163,320 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,163,320 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,320 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.8% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,438,530 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. |
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
1,170,320 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,170,320 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,170,320 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.8% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,431,530 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. |
CUSIP NO. 55826P 100 |
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Marianne E. 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
1,233,320 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,233,320 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,233,320 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.9% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,368,530 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. |
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
1,065,320 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,065,320 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,065,320 | |||||
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
OO |
* | Excludes 12,536,530 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. |
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. |
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. |
AMENDMENT NO. 9 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) Charles F. Dolan and Helen A. Dolan to reflect certain transactions in Issuer securities as described below.
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, Amendment No. 3 filed on September 16, 2011, Amendment No. 4 filed on October 3, 2012, Amendment No. 5 filed on May 22, 2013, Amendment No. 6 filed on August 22, 2013, Amendment No. 7 filed on September 20, 2013 and Amendment No. 8 filed on March 27, 2014, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 9.
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 E. Dolan Weber; Deborah A. Dolan-Sweeney; David M. 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 E. 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); 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, and each of the 2009 Family Trusts; 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 E. Dolan Weber; 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; and Tara Dolan 1989 Trust.
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 August 27, 2014, Charles F. Dolan through the CFD 2009 Trust repaid promissory notes held by each of the 2009 Family Trusts with shares of the Issuers Class B Common Stock as described in Item 5 below.
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 August 27, 2014 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 14,775,701 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,187,146 shares of Class A Common Stock (including options to purchase 116,375 shares of Class A Common Stock that are exercisable within sixty days of this filing and 37,320 restricted stock units which will be settled 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 19.1% 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. 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 428,348 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 8,506,154 shares of Class A Common Stock, including (i) 431,762 shares of Class A Common Stock 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 11.9% 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 777,034 shares of Class A Common Stock (including 97,156 shares of Class A Common Stock owned of record by the CFD 2009 Trust and 679,878 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 7,729,120 shares of Class A Common Stock (including 254,836 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 7,394,514 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 351,364 shares of Class B Common Stock owned by the HAD 2009 Trust and 7,043,150 shares of Class B Common Stock owned by the 2009 Family Trusts). He disclaims beneficial ownership of 254,836 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 7,394,514 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 351,364 shares of Class B Common Stock owned by the HAD 2009 Trust and 7,043,150 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 8,506,154 shares of Class A Common Stock, including (i) 431,762 shares of Class A Common Stock 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 11.9% 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 351,364 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 8,154,790 shares of Class A Common Stock (including 254,836 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, 97,156 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 7,723,028 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 679,878 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 7,043,150 shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 254,836 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, 97,156 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 7,723,028 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 679,878 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 7,043,150 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 1,363,016 shares of Class A Common Stock, including (i) 420,902 shares of Class A Common Stock (including options to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing and 37,320 restricted stock units which will be settled 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 2.1% 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 387,434 shares of Class A Common Stock (including 222,483 shares of Class A Common Stock owned of record personally, 1,475 shares of Class A Common Stock held as custodian for one or more minor children, options to purchase 111,000 shares of Class A Common Stock that are exercisable within sixty days of this filing, 37,320 restricted stock units which will be settled 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 975,582 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with his spouse, 4,324 shares of Class A Common Stock owned of record personally by his spouse, 389 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, 2,775 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 1,475 shares of Class A Common Stock held as custodian for one or more minor children, 4,324 shares of Class A common Stock owned of record personally by his spouse, 2,775 shares of Class A Common Stock owned of record by members of his household, 389 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 943,139 shares of Class A Common Stock, including (i) 57,124 shares of Class A Common Stock (including options to purchase 1,500 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 2,342 shares of Class A Common Stock (including 842 shares of Class A Common Stock and options to purchase 1,500 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 940,797 shares of Class A Common Stock (including 4,256 shares of Class A Common Stock owned jointly with his spouse, 300 shares of Class A Common Stock owned of record by his spouse, 1,850 shares of Class A Common Stock owned of record by members of his household and 512 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 1,850 shares of Class A Common Stock owned of record by members of his household, 300 shares of Class A Common Stock owned of record by his spouse, 512 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 5,776,790 shares of Class A Common Stock, including (i) 277,783 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 8.4% 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 36,867 shares of Class A Common Stock (including 4,705 shares of Class A Common Stock owned of record personally and 1,850 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 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 1,850 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 948,579 shares of Class A Common Stock, including (i) 57,777 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 8,363 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 (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 940,216 shares of Class A Common Stock (including 625 shares of Class A Common Stock held of record personally by her spouse, 925 shares of Class A Common Stock held by a member of her household, 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 of record personally by her spouse, 925 shares of Class A Common Stock held by a member of her household, 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 1,003,490 shares of Class A Common Stock, including (i) 84,509 shares of Class A Common Stock (including options to purchase 1,875 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 999,843 shares of Class A Common Stock (including 24,373 shares of Class A Common Stock and options to purchase 1,875 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally by her spouse, 6,750 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 24,373 shares of Class A Common Stock and options to purchase 1,875 shares of Class A Common Stock that are exercisable within sixty days of this filing owned of record personally by her spouse, 6,750 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.
David M. Dolan may be deemed to beneficially own an aggregate of 7,431,657 shares of Class A Common Stock, including (i) 388,507 shares of Class A Common Stock and (ii) 7,043,150 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 10.5% 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 301,287 shares of Class A Common Stock (including 2,082 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 7,130,370 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with his spouse, 5,550 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 650 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 7,043,150 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, 5,550 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 650 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 7,043,150 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 2,034,665 shares of Class A Common Stock, including (i) 188,726 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 3.1% 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 95,820 shares of Class A Common Stock (including 4,378 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 1,938,845 shares of Class A Common Stock (including 5,156 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 Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan). He disclaims beneficial ownership of 4,378 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 1,909,497 shares of Class A Common Stock, including (i) 91,737 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 2.9% 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 2,387 shares of Class A Common Stock (including 1,225 shares of Class A Common Stock owned of record personally and 1,162 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 1,907,110 shares of Class A Common Stock (including 950 shares of Class A Common Stock owned jointly with his spouse, 650 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 1,162 shares of Class A Common Stock held as custodian for a minor child, 650 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 9,038,292 shares of Class A Common Stock, including (i) 190,146 shares of Class A Common Stock and (ii) 8,848,146 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 12.5% 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 and to dispose of or direct the disposition of 6,839 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 9,031,453 shares of Class A Common Stock (including 7,809 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, 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, an aggregate of 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 7,043,150 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). She disclaims beneficial ownership of 6,839 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, 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, an aggregate of 79,770 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 7,043,150 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.
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 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 14 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 15 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 16 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 17 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 18 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 19 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 1,245,320 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,232,025 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 20 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 1,245,320 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,232,025 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 Patrick F. Dolan may be deemed to beneficially own an aggregate of 1,163,320 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,150,025 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 22 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 1,170,320 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,157,025 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 Marianne E. Dolan Weber may be deemed to beneficially own an aggregate of 1,233,320 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,220,025 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 Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,065,320 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,052,025 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 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 26 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 27 of this Schedule 13D is hereby incorporated by reference.
(c) The following transactions in the Issuers Securities have been effected by Group Members within the 60 days prior to this filing:
On August 14, 2014, David M. Dolan and his spouse, as Tenants-in-Common, gave 300 shares of Class A Common Stock to each of the David M. Dolan Revocable Trust and Ann H. Dolan Revocable Trust.
On August 26, 2014, Deborah A. Dolan-Sweeneys spouse exercised options to purchase 1,875 shares of Class A Common Stock at an exercise price of $7.27 per share. On the same day, the issuer withheld 1,066 shares of Class A Common Stock to pay the exercise price and withholding taxes due on such exercise.
On August 26, 2014, Patrick F. Dolan exercised options to purchase 1,500 shares of Class A Common Stock at an exercise price of $7.27 per share. On the same day, the issuer withheld 658 shares of Class A Common Stock to pay the exercise price and withholding taxes due on such exercise.
On August 27, 2014, Charles F. Dolan repaid principal and interest on promissory notes in the amounts set forth in the table below held by the trusts listed in the table below through the transfer by the CFD 2009 Trust to each of the respective trusts of the number of shares of Class B Common Stock listed in the table below. The shares were valued at $67.225 per share, the mean of the high and low trading price for the Class A Common Stock on August 27, 2014, for such purpose.
Number of shares of |
Principal and Interest Repaid by Charles F. Dolan |
Transferee | ||||
221,995 |
$ | 14,923,613.88 | CFD 2009 Family Trust FBO James L. Dolan | |||
221,995 |
$ | 14,923,613.88 | CFD 2009 Family Trust FBO Thomas C. Dolan | |||
221,995 |
$ | 14,923,613.88 | CFD 2009 Family Trust FBO Patrick F. Dolan | |||
221,995 |
$ | 14,923,613.88 | CFD 2009 Family Trust FBO Kathleen M. Dolan | |||
221,995 |
$ | 14,923,613.88 | CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney | |||
221,995 |
$ | 14,923,613.88 | CFD 2009 Family Trust FBO Marianne E. Dolan Weber |
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.9: Joint Filing Agreement, dated September 5, 2014.
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: September 5, 2014
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
* |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE E. DOLAN WEBER, individually |
* |
Marianne Dolan Weber |
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 |
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 E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
David M. Dolan |
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, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, 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 E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
Mary S. Dolan |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
As Attorney-in-Fact |
Exhibit B.9
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: September 5, 2014
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
* |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE E. DOLAN WEBER, individually |
* |
Marianne Dolan Weber |
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 |
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 E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
David M. Dolan |
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, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, 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 E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
Mary S. Dolan |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
As Attorney-in-Fact |