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)

2 PENNSYLVANIA PLAZA

(Street)

NEW YORK

10121

(City)

(State)

(Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2024

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	09/13/2024		M		22,993	A	$0⁽¹⁾	178,136⁽⁹⁾	D
Class A Common Stock	09/13/2024		M		5,253	A	$0⁽²⁾	183,389⁽⁹⁾	D
Class A Common Stock	09/13/2024		M		32,917	A	$0⁽³⁾	216,306⁽⁹⁾	D
Class A Common Stock	09/13/2024		M		31,133	A	$0⁽⁴⁾	247,439⁽⁹⁾	D
Class A Common Stock	09/13/2024		F⁽⁵⁾		47,115	D	$40.29	200,324⁽⁹⁾	D
Class A Common Stock	09/13/2024		M		70,980⁽⁶⁾	A	$0	271,304⁽⁹⁾	D
Class A Common Stock	09/13/2024		M		16,214⁽⁷⁾	A	$0	287,518⁽⁹⁾	D
Class A Common Stock	09/13/2024		F⁽⁸⁾		44,512	D	$40.29	243,006⁽⁹⁾	D
Class A Common Stock								26,320	I	By Spouse⁽¹⁰⁾
Class A Common Stock								746	I	By Minor Children⁽¹¹⁾

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⁾	09/13/2024		M			22,993	⁽¹⁾	09/13/2024	Class A Common Stock	22,993	$0	0	D
Restricted Stock Units	⁽²⁾	09/13/2024		M			5,253	⁽²⁾	09/15/2025	Class A Common Stock	5,253	$0	0	D
Restricted Stock Units	⁽³⁾	09/13/2024		M			32,917	⁽³⁾	09/15/2025	Class A Common Stock	32,917	$0	32,917	D
Restricted Stock Units	⁽⁴⁾	09/13/2024		M			31,133	⁽⁴⁾	09/15/2026	Class A Common Stock	31,133	$0	62,267	D
Performance Restricted Stock Units	⁽⁶⁾	09/13/2024		M			70,980	⁽⁶⁾	09/13/2024	Class A Common Stock	70,980	$0	0	D
Performance Restricted Stock Units	⁽⁷⁾	09/13/2024		M			16,214	⁽⁷⁾	09/13/2024	Class A Common Stock	16,214	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") was granted on April 20, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Employee Stock Plan (the "2023 Employee Stock Plan") in respect of an RSU granted by Sphere Entertainment Co. ("SPHR") on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaning one-half of the RSUs vested and were settled on September 13, 2024.

2. Each RSU was granted on April 20, 2023 under the 2023 Stock Plan in respect of an RSU granted by SPHR on April 20, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaning one-half of the RSUs vested and were settled on September 13, 2024.

3. Each RSU was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an RSU granted by SPHR on August 31, 2022, and represents a right to receive one share of MSGE 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 vested and were settled on September 13, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025.

4. Each RSU was granted on September 1, 2023 under the 2023 Employee Stock Plan and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2024. One-third of the RSUs are scheduled to vest and settle on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026.

5. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 2, 3 and 4 above, exempt under Rule 16b-3.

6. Each performance restricted stock unit ("PSU") was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a PSU granted by SPHR on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2024 and the PSUs vested and were settled on September 13, 2024.

7. Each PSU was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a PSU granted by SPHR on April 20, 222, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2024 and the PSUs vested and were settled on September 13, 2024.

8. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnotes 6 and 7 above, exempt under Rule 16b-3.

9. Includes shares held jointly with spouse.

10. Securities held 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 Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

11. Mr. Dolan disclaims beneficial ownership of all securities of MSGE benificially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

	/s/ James L. Dolan	09/17/2024
	** Signature of Reporting Person	Date
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