0001209191-23-025043.txt : 20230421
0001209191-23-025043.hdr.sgml : 20230421
20230421090259
ACCESSION NUMBER: 0001209191-23-025043
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230420
FILED AS OF DATE: 20230421
DATE AS OF CHANGE: 20230421
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sphere Entertainment Co.
CENTRAL INDEX KEY: 0001795250
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41627
FILM NUMBER: 23834794
BUSINESS ADDRESS:
STREET 1: TWO PENNSYLVANIA PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
BUSINESS PHONE: (212) 465-6000
MAIL ADDRESS:
STREET 1: TWO PENNSYLVANIA PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
FORMER NAME:
FORMER CONFORMED NAME: Madison Square Garden Entertainment Corp.
DATE OF NAME CHANGE: 20200417
FORMER NAME:
FORMER CONFORMED NAME: MSG ENTERTAINMENT SPINCO, INC.
DATE OF NAME CHANGE: 20191126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Madison Square Garden Entertainment Corp.
CENTRAL INDEX KEY: 0001952073
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 920318813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: TWO PENNSYLVANIA PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
BUSINESS PHONE: (212) 465-6000
MAIL ADDRESS:
STREET 1: TWO PENNSYLVANIA PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
FORMER COMPANY:
FORMER CONFORMED NAME: MSGE Spinco, Inc.
DATE OF NAME CHANGE: 20221025
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-04-20
0
0001952073
Madison Square Garden Entertainment Corp.
MSGE
0001795250
Sphere Entertainment Co.
TWO PENNSYLVANIA PLAZA
NEW YORK
NY
10121
0
0
1
0
0
Class A Common Stock, par value $0.01 per share
2023-04-20
4
J
0
27879435
D
17021491
D
Class B Common Stock, par value $0.01
0.00
2023-04-20
4
J
0
6866754
D
Class A Common Stock, par value $0.01 per share
6866754
0
D
Pursuant to the Second Amended and Restated Certificate of Incorporation of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc. and referred to herein as "MSGE"), filed by MSGE with the Secretary of Delaware at 11:59 p.m. on April 20, 2023, the 1,000 outstanding shares of common stock of MSGE were automatically converted into an aggregate of 44,900,926 fully-paid and nonassessable shares of Class A Common Stock of MSGE and 6,866,754 fully-paid and nonassessable shares of Class B Common Stock of MSGE (the "Recapitalization"). The Recapitalization was exempt pursuant to Rule 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as "SPHR") in MSGE.
On April 20, 2023, 27,879,435 shares of Class A Common Stock of MSGE and 6,866,754 shares of Class B Common Stock of MSGE were distributed by SPHR by way of a pro rata dividend to its stockholders (the "Distribution"), which was exempt from Section 16 pursuant to Rule 16a-9 under the Exchange Act. As a result of the Distribution, SPHR beneficially owns 17,021,491 shares of Class A Common Stock of MSGE and no Class B Common Stock of MSGE.
Class B Common Stock of MSGE is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of MSGE.
/s/ Mark C. Cresitello, Secretary of Sphere Entertainment Co.
2023-04-21