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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lustgarten Andrew
2. Issuer Name and Ticker or Trading Symbol

Madison Square Garden Co [ MSG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

2 PENNSYLVANIA PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/11/2020
(Street)

NEW YORK, NY 10121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 2/11/2020  S  5349 (1)D$302.92 (1)250 (1)(2)D  
Class A Common Stock 2/13/2020  G(3)  V 250 (3)D$0.00 0 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) A total of 5,349 Class A Shares of the Issuer were sold by the Reporting Person on the open market at a weighted average per share price of $302.92 USD on February 11, 2020. Sale prices for each transaction ranged from $302.89 to $302.95. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold and prices at which the transactions were effected.
(2) Reporting Person beneficially owned 5,599 Class A Shares prior to the sales, including 1,479 Class A Shares which were inadvertently not previously reported as beneficially owned by the Reporting Person.
(3) A total of 250 Class A Shares were disposed of by charitable donation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lustgarten Andrew
2 PENNSYLVANIA PLAZA
NEW YORK, NY 10121


President

Signatures
/s/ Mark C. Cresitello, Attorney-in-Fact for Andrew Lustgarten2/13/2020
**Signature of Reporting PersonDate

Madison Square Garden (NYSE:MSG)
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