SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last)

(First)

(Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK

10121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ]

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

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Executive Chairman and CEO		Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/15/2023		M		33,947	A	$0.00⁽¹⁾	340,784⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		M		11,316	A	$0.00⁽⁴⁾	352,100⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		M		13,031	A	$0.00⁽⁵⁾	365,131⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		M		22,993	A	$0.00⁽⁶⁾	388,124⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		M		5,252	A	$0.00⁽⁷⁾	393,376⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		M		32,916	A	$0.00⁽⁸⁾	426,292⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		F⁽⁹⁾		60,978	D	$37.47	365,314⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		M		39,248	A	$0.00⁽¹⁰⁾	404,562⁽²⁾	D⁽³⁾
Class A Common Stock	09/15/2023		F⁽¹¹⁾		20,036	D	$37.47	384,526⁽²⁾	D⁽³⁾
Class A Common Stock								14,119	I⁽¹²⁾	By Spouse
Class A Common Stock								746	I⁽¹³⁾	By Minor Children

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	09/15/2023		M			33,947	⁽¹⁾	09/15/2023	Class A Common Stock	33,947	$0.00	0	D⁽³⁾
Restricted Stock Units	⁽⁴⁾	09/15/2023		M			11,316	⁽⁴⁾	09/15/2023	Class A Common Stock	11,316	$0.00	0	D⁽³⁾
Restricted Stock Units	⁽⁵⁾	09/15/2023		M			13,031	⁽⁵⁾	09/15/2023	Class A Common Stock	13,031	$0.00	0	D⁽³⁾
Restricted Stock Units	⁽⁶⁾	09/15/2023		M			22,993	⁽⁶⁾	09/15/2024	Class A Common Stock	22,993	$0.00	22,993	D⁽³⁾
Restricted Stock Units	⁽⁷⁾	09/15/2023		M			5,252	⁽⁷⁾	09/15/2024	Class A Common Stock	5,252	$0.00	5,253	D⁽³⁾
Restricted Stock Units	⁽⁸⁾	09/15/2023		M			32,916	⁽⁸⁾	09/15/2025	Class A Common Stock	32,916	$0.00	65,834	D⁽³⁾
Performance Restricted Stock Units	⁽¹⁰⁾	09/15/2023		M			39,248	⁽¹⁰⁾	09/15/2023	Class A Common Stock	39,248	$0.00	0	D⁽³⁾

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last)

(First)

(Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK

10121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Executive Chairman and CEO		Member of 13(d) Group

1. Name and Address of Reporting Person^*

Dolan Kristin A

(Last)

(First)

(Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK

10121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on August 26, 2020 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR") (the "MSGN 2010 Employee Stock Plan"), and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The RSUs vested and were settled on September 15, 2023.

2. Includes shares held jointly with spouse.

3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) 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.

4. Each RSU was granted on August 26, 2020 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settle on September 15, 2022. The remaining one-third of the RSUs vested and were settled on September 15, 2023.

5. Each RSU was granted on August 25, 2020 under the SPHR 2020 Employee Stock Plan, as amended (the "2020 Employee Stock Plan"), and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settle on September 15, 2022. The remaining one-third of the RSUs vested and were settled on September 15, 2023.

6. Each RSU was granted on August 27, 2021 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. One-third of the RSUs vested and were settled on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024.

7. Each RSU was granted on April 20, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. One-third of the RSUs vested and were settled on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024.

8. Each RSU was granted on August 31, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs are scheduled to vest and settle on September 15, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025.

9. Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 4, 5, 6, 7 and 8, exempt under Rule 16b-3.

10. Each performance restricted stock unit ("PSU") was granted on August 25, 2020 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on September 1, 2023. The PSUs vested and were settled on September 15, 2023.

11. Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 10, exempt under Rule 16b-3.

12. Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) 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.

13. Persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and this report shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

Remarks:

	James L. Dolan	09/19/2023
	/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan	09/19/2023
	** 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).
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