SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CABLEVISION SYSTEMS CORP /NY

(Last) (First) (Middle)
1111 STEWART AVENUE

(Street)
BETHPAGE NY 11714

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden, Inc. [ MSG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Madison Square Garden, Inc. Class A Common Stock 02/09/2010 J(1)(2)(3) 61,913,882.25(1)(2)(3) D (1)(2)(3) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Madison Square Garden, Inc. Class B Common Stock $0 02/09/2010 J(1)(2)(3) 13,588,562.75(1)(2)(3) (4) (4) Madison Square Garden, Inc. Class A Common Stock 13,588,562.75 (1)(2)(3) 0 D
1. Name and Address of Reporting Person*
CABLEVISION SYSTEMS CORP /NY

(Last) (First) (Middle)
1111 STEWART AVENUE

(Street)
BETHPAGE NY 11714

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
CSC HOLDINGS LLC

(Last) (First) (Middle)
1111 STEWART AVENUE

(Street)
BETHPAGE NY 11714

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. Pursuant to the Amended and Restated Certificate of Incorporation of Madison Square Garden, Inc. ("MSG"), a Delaware corporation and a wholly-owned, indirect subsidiary of Cablevision Systems Corporation ("Cablevision"), a Delaware corporation, filed by MSG with the Secretary of the State of Delaware on February 5, 2010, each outstanding share of Common Stock of MSG was automatically converted into 61,913,882.25 fully-paid and nonassessable shares of Class A Common Stock of MSG and 13,588,562.75 fully-paid and nonassessable shares of Class B Common Stock of MSG (the "Recapitalization"). Immediately prior to the Recapitalization, Cablevision was the indirect owner of 6,000 shares of Common Stock of MSG held by CSC Holdings, LLC ("CSC"), a Delaware limited liability company and a wholly-owned, direct subsidiary of Cablevision. As a result of the Recapitalization, the 6,000 shares of Common Stock of MSG were automatically converted into 61,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG.
2. On February 5, 2010, CSC distributed 61,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG to Cablevision (the "CSC Distribution"). As a result of the CSC Distribution and the Recapitalization, which are exempt pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, Cablevision directly held B461,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG.
3. On February 9, 2010, 61,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG were distributed by Cablevision at 11:59 p.m. to enable Cablevision to effect the legal and structural separation of MSG from Cablevision by way of a pro rata dividend to its stockholders of one share of Class A Common Stock of MSG for every four shares of Cablevision NY Group Class A Common Stock and one share of Class B Common Stock of MSG for every four shares of Cablevision NY Group Class B Common Stock (in both cases, with cash payments in lieu of fractional shares) held as of the close of business, New York City time, on January 25, 2010 (the "Spin-off"). As a result of the CSC Distribution and the Spin-off, Cablevision and CSC no longer beneficially own any shares of MSG and consequently are no longer subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock and Class B Common Stock of MSG.
4. Class B Common Stock is convertible at the option of the holder one for one into Class A Common Stock of MSG.
Remarks:
This Form 4 is being filed in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of Madison Square Garden, Inc. ("MSG") which describes the planned distribution by Cablevision to its stockholders of all common stock of MSG.
By: /s/ Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary of Cablevision Systems Corporation 02/11/2010
By: /s/ Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary of CSC Holdings, LLC 02/11/2010
** Signature of Reporting Person Date
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