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^*

GREENBERG ANDREA

(Last)

(First)

(Middle)

11 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/CEO-MSG Networks

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	03/27/2024		M⁽¹⁾		3,513	A	$0.00⁽²⁾	92,294	D
Class A Common Stock	03/27/2024		F⁽¹⁾		3,513	D	$49.27	88,781	D

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)
Performance Restricted Stock Units	⁽²⁾	03/27/2024		A		18,431⁽³⁾		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	18,431	⁽³⁾	18,431	D
Performance Restricted Stock Units	⁽²⁾	03/27/2024		M⁽¹⁾			885⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	885	⁽³⁾	17,546	D
Performance Restricted Stock Units	⁽²⁾	03/27/2024		A		20,779⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	20,779	⁽⁵⁾	20,779	D
Performance Restricted Stock Units	⁽²⁾	03/27/2024		M⁽¹⁾			998⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	998	⁽⁵⁾	19,781	D
Performance Restricted Stock Units	⁽²⁾	03/27/2024		A		33,957⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	33,957	⁽⁷⁾	33,957	D
Performance Restricted Stock Units	⁽²⁾	03/27/2024		M⁽¹⁾			1,630⁽¹⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,630	⁽⁷⁾	32,327	D

Explanation of Responses:

1. Represents performance restricted stock units ("PSUs") of Sphere Entertainment Co. (the "Issuer") withheld to satisfy FICA tax withholding obligations arising in connection with the PSUs described in footnotes 3, 5 and 7 as a result of certain vesting rights contained in the Reporting Person's employment agreement, exempt under Rule 16b-3.

2. Each PSU was granted under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by the Issuer and represents a right to receive one share of the Issuer Class A Common Stock or the cash equivalent thereof.

3. Represents PSUs granted on August 27, 2021 that are no longer subject to performance-based vesting requirements as a result of the decision by the Compensation Committee of the Board of Directors of the Issuer to deem such PSUs earned at 100% of target.

4. The PSUs are scheduled to vest and settle on September 15, 2024.

5. Represents PSUs granted on August 31, 2022 that are no longer subject to performance-based vesting requirements as a result of the decision by the Compensation Committee of the Board of Directors of the Issuer to deem such PSUs earned at 100% of target.

6. The PSUs are scheduled to vest and settle on September 15, 2025.

7. Represents PSUs granted on September 1, 2023 that are no longer subject to performance-based vesting requirements as a result of the decision by the Compensation Committee of the Board of Directors of the Issuer to deem such PSUs earned at 100% of target.

8. The PSUs are scheduled to vest and settle on September 15, 2026.

	/s/ Mark C. Cresitello, Attorney-in-Fact for Andrea Greenberg	03/29/2024
	** 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).
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