0000899243-15-005983.txt : 20151002 0000899243-15-005983.hdr.sgml : 20151002 20151002172957 ACCESSION NUMBER: 0000899243-15-005983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150930 FILED AS OF DATE: 20151002 DATE AS OF CHANGE: 20151002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Madison Square Garden Co CENTRAL INDEX KEY: 0001636519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 473373056 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: TWO PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 212-465-6000 MAIL ADDRESS: STREET 1: TWO PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 FORMER COMPANY: FORMER CONFORMED NAME: MSG SPINCO, INC. DATE OF NAME CHANGE: 20150313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSG NETWORKS INC. CENTRAL INDEX KEY: 0001469372 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36900 FILM NUMBER: 151141494 BUSINESS ADDRESS: STREET 1: 11 PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212)465-6400 MAIL ADDRESS: STREET 1: 11 PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 FORMER NAME: FORMER CONFORMED NAME: Madison Square Garden Co DATE OF NAME CHANGE: 20110503 FORMER NAME: FORMER CONFORMED NAME: Madison Square Garden, Inc. DATE OF NAME CHANGE: 20090730 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-09-30 1 0001636519 Madison Square Garden Co MSG 0001469372 MSG NETWORKS INC. 11 PENNSYLVANIA PLAZA NEW YORK NY 10001 0 0 1 1 See Remarks Class A Common Stock, par value $0.01 2015-09-30 4 J 0 20397558 D 0 D Class B Common Stock, par value $0.01 0.00 2015-09-30 4 J 0 4529518.33 D Class A Common Stock, par value $0.01 4529518.33 0 D On September 28, 2015, due to an internal distribution of the Common Stock of The Madison Square Garden Company (formerly MSG Spinco, Inc., and referred to herein as "MSG"), a Delaware corporation, to MSG Networks Inc. (formerly The Madison Square Garden Company, and referred to herein as "MSG Networks"), a Delaware corporation, by certain wholly owned subsidiaries of MSG Networks, MSG Networks became the direct owner of the 1,000 shares of Common Stock of MSG. This internal distribution was exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 under the Exchange Act. Pursuant to the Amended and Restated Certificate of Incorporation of MSG filed by MSG with the Secretary of the State of Delaware on September 30, 2015, at 11:59 p.m. on September 30, 2015, the 1,000 outstanding shares of common stock of MSG were automatically converted into an aggregate of 20,397,558 fully-paid and nonassessable shares of Class A Common Stock of MSG and 4,529,518.33 fully-paid and nonassessable shares of Class B Common Stock of MSG (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of MSG Networks in MSG. On September 30, 2015, 20,397,558 shares of Class A Common Stock of MSG and 4,529,518.33 shares of Class B Common Stock of MSG were distributed by MSG Networks by way of a pro rata dividend to its stockholders (the "Distribution"), which was exempt from Section 16 pursuant to Rule 16a-9 under the Exchange Act. As a result of the Distribution, MSG Networks no longer beneficially owns any shares of MSG and consequently is no longer subject to the requirements of Section 16 of the Exchange Act with respect to MSG. Class B Common Stock is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of MSG. /s/ Lawrence J. Burian, Executive Vice President, General Counsel and Secretary of MSG Networks Inc. 2015-10-01