Edgar Filing: DOLAN CHARLES F

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DOLAN CHARLES F

2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Co [MSG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of 13D Group

(Last)

(First)

(Middle)

TWO PENN PLAZA,

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2012

(Street)

NEW YORK, NY 10121

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

$ 0

10/01/2012

319,586

⁽²⁾

Class A Common Stock

319,586

$ 0

873,975

By CFD 2011 GRAT #1M ⁽³⁾ ⁽⁹⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

J⁽¹⁾

873,975

⁽²⁾

Class A Common Stock

873,975

$ 40.265

By CFD 2011 GRAT #1M ⁽³⁾ ⁽⁹⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

94,882

⁽²⁾

Class A Common Stock

94,882

$ 0

856,760

By CFD 2011 GRAT #2M ⁽⁴⁾ ⁽⁹⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

J⁽¹⁾

856,760

⁽²⁾

Class A Common Stock

856,760

$ 40.265

By CFD 2011 GRAT #2M ⁽⁴⁾ ⁽⁹⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

414,468

⁽²⁾

Class A Common Stock

414,468

$ 0

2,521,153

By CFD 2009 Revocable Trust ⁽⁵⁾ ⁽⁹⁾ ⁽¹²⁾

Class B Common Stock

$ 0

10/01/2012

J⁽¹⁾

1,730,735

⁽²⁾

Class A Common Stock

1,730,735

$ 40.265

4,251,888

By CFD 2009 Revocable Trust ⁽⁵⁾ ⁽⁹⁾ ⁽¹²⁾

Class B Common Stock

$ 0

10/01/2012

177,959

⁽²⁾

Class A Common Stock

177,959

$ 0

486,664

By HAD 2011 GRAT #1M ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

J⁽¹⁾

486,664

⁽²⁾

Class A Common Stock

486,664

$ 40.265

By HAD 2011 GRAT #1M ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

23,260

⁽²⁾

Class A Common Stock

23,260

$ 0

210,030

By HAD 2011 GRAT #2M ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

J⁽¹⁾

210,030

⁽²⁾

Class A Common Stock

210,030

$ 40.265

By HAD 2011 GRAT #2M ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Class B Common Stock

$ 0

10/01/2012

201,219

⁽²⁾

Class A Common Stock

201,219

$ 0

1,253,304

By HAD 2009 Revocable Trust ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Class B Common Stock

$ 0

10/01/2012

J⁽¹⁾

696,694

⁽²⁾

Class A Common Stock

696,694

$ 40.265

1,949,998

By HAD 2009 Revocable Trust ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOLAN CHARLES F TWO PENN PLAZA NEW YORK, NY 10121	X	X		Member of 13D Group
DOLAN HELEN A 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797		X		Member of 13D Group
CHARLES F. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #1M DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797				Member of 13D Group
HELEN A. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #1M DOLAN FAMILY OFFICE 340 CROSSWAYS PAR DRIVE WOODBURY, NY 11797				Member of 13D Group
CHARLES F. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #2M C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797				Member of 13D Group
HELEN A. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #2M C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY 11797				Member of 13D Group

Signatures

By: /s/ William A. Frewin, as Attorney-in-Fact for Charles F. Dolan		10/03/2012
^**Signature of Reporting Person		Date
By: /s/ William A. Frewin, as Attorney-in-Fact for Helen A. Dolan		10/03/2012
^**Signature of Reporting Person		Date
Charles F. Dolan, as Trustee of the CHARLES F. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #1M By: /s/ William A. Frewin, Attorney-in- Fact		10/03/2012
^**Signature of Reporting Person		Date
Helen A. Dolan, as Trustee of the HELEN A. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #1M By: /s/ William A. Frewin, Attorney-in- Fact		10/03/2012
^**Signature of Reporting Person		Date
Charles F. Dolan, as Trustee of the CHARLES F. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #2M By: /s/ William A. Frewin, Attorney-in- Fact		10/03/2012
^**Signature of Reporting Person		Date
Helen A. Dolan, as Trustee of the HELEN A. DOLAN 2011 GRANTOR RETAINED ANNUITY TRUST #2M By: /s/ William A. Frewin, Attorney-in- Fact		10/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Withdrawal of shares pursuant to substitution of assets provision of trust.
(2)	The Madison Square Garden Company Group Class B Common Stock (the "Class B Common Stock") of the Issuer is convertible at the option of the holder on a share for share basis into The Madison Square Garden Company Class A Common Stock (the "Class A Common Stock") of the Issuer.
(3)	These securities were owned solely by the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust.
(4)	These securities were owned solely by the Charles F. Dolan 2011 Grantor Retained Annuity Trust #2M. Charles F. Dolan is the sole trustee and beneficiary of the trust.
(5)	Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
(6)	These securities were owned solely by the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.
(7)	These securities were owned solely by the Helen A. Dolan 2011 Grantor Retained Annuity Trust #2M. Helen A. Dolan is the sole trustee and beneficiary of the trust.
(8)	Helen A. Dolan is the sole trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.
(9)	Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(10)	Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(11)	Each of the other reporting trusts disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that it is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
(12)	Each of the reporting trusts disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that it is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

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