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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CABLEVISION SYSTEMS CORP /NY 1111 STEWART AVENUE BETHPAGE, NY 11714 |
X | See Remarks | ||
CSC HOLDINGS LLC 1111 STEWART AVENUE BETHPAGE, NY 11714 |
X | See Remarks |
By: /s/ Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary of Cablevision Systems Corporation | 02/11/2010 | |
**Signature of Reporting Person | Date | |
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 |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(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. |