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