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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Entertainment Corp. [ MSGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock | 04/17/2020 | J(1) | 1,000 | D | (1) | 0 | I(2) | By Madison Square Garden Sports Corp. and its subsidiaries | ||
Class A Common Stock | 04/17/2020 | J(3) | V | 15,954 | A | (3) | 15,954(4) | D(5) | ||
Class A Common Stock | 04/17/2020 | J(3) | V | 29,249 | A | (3) | 29,249(4) | D(6) | ||
Class A Common Stock | 04/17/2020 | J(3) | V | 13,295 | A | (3) | 13,295(4) | D(7) | ||
Class A Common Stock | 04/17/2020 | J(3) | V | 15,954 | A | (3) | 15,954(4) | D(8) | ||
Class A Common Stock | 04/17/2020 | J(3) | V | 15,954 | A | (3) | 15,954(4) | D(9) |
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 | ||||||||
Class B Common Stock | (10) | 04/17/2020 | J(11) | V | 306,327 | (10) | (10) | Class A Common Stock | 306,327 | (11) | 306,327(4) | D(5) | |||
Class B Common Stock | (10) | 04/17/2020 | J(11) | V | 604,324 | (10) | (10) | Class A Common Stock | 604,324 | (11) | 604,324(4) | D(6) | |||
Class B Common Stock | (10) | 04/17/2020 | J(11) | V | 308,986 | (10) | (10) | Class A Common Stock | 308,986 | (11) | 308,986(4) | D(7) | |||
Class B Common Stock | (10) | 04/17/2020 | J(11) | V | 306,327 | (10) | (10) | Class A Common Stock | 306,327 | (11) | 306,327(4) | D(8) | |||
Class B Common Stock | (10) | 04/17/2020 | J(11) | V | 296,934 | (10) | (10) | Class A Common Stock | 296,934 | (11) | 296,934(4) | D(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc., and referred to herein as "MSGE") from Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company, and referred to herein as "MSGS"), which occurred on April 17, 2020. To effect the spin-off, the issued and outstanding common stock of MSGE of 1,000 shares of common stock was recapitalized into 19,461,991 shares of MSGE's Class A common stock and 4,529,517 shares of MSGE's Class B common stock in a transaction exempt under Rule 16b-7. MSGS distributed all of the outstanding MSGE common stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. As a result of the Distribution, MSGS no longer beneficially owns any shares of MSGE and consequently is no longer subject to the requirements of Section 16 of the the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to MSGE. |
2. The Reporting Persons are members of a "group" with respect to certain securities of MSGS for purposes of Section 13(d) of the Exchange Act. As such, the Reporting Persons may have been deemed to beneficially own MSGE shares held directly by MSGS and its subsidiaries. |
3. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. |
4. Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13. |
5. These securities are owned solely by the Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
6. These securities are owned solely by the Charles F. Dolan Children Trust FBO James L. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
7. These securities are owned solely by the Charles F. Dolan Children Trust FBO Thomas C. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
8. These securities are owned solely by the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
9. These securities are owned solely by the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
10. MSGE Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock (the "Class A Common Stock"). |
11. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. |
Remarks: |
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY By: /s/ Brian G. Sweeney, as Attorney-in-Fact | 04/20/2020 | |
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN By: /s/ Brian G. Sweeney, as Attorney-in-Fact | 04/20/2020 | |
CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN By: /s/ Brian G. Sweeney, as Attorney-in-Fact | 04/20/2020 | |
CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN By: /s/ Brian G. Sweeney, as Attorney-in-Fact | 04/20/2020 | |
CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER By: /s/ Brian G. Sweeney, as Attorney-in-Fact | 04/20/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |