0001209191-20-025135.txt : 20200420
0001209191-20-025135.hdr.sgml : 20200420
20200420173117
ACCESSION NUMBER: 0001209191-20-025135
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200417
FILED AS OF DATE: 20200420
DATE AS OF CHANGE: 20200420
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOLAN CHARLES F
CENTRAL INDEX KEY: 0000935761
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39245
FILM NUMBER: 20803491
MAIL ADDRESS:
STREET 1: ONE MEDIA CROSSWAYS
CITY: WOODBURY
STATE: NY
ZIP: 11797
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOLAN HELEN A
CENTRAL INDEX KEY: 0000902298
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39245
FILM NUMBER: 20803492
MAIL ADDRESS:
STREET 1: C/O WILLIAM A FREWIN JR
STREET 2: ONE MEDIA CROSSWAYS
CITY: WOODBURY
STATE: NY
ZIP: 11797
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Madison Square Garden Entertainment Corp.
CENTRAL INDEX KEY: 0001795250
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
IRS NUMBER: 000000000
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: MSG ENTERTAINMENT SPINCO, INC.
DATE OF NAME CHANGE: 20191126
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-04-17
0
0001795250
Madison Square Garden Entertainment Corp.
MSGE
0000935761
DOLAN CHARLES F
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY
NY
11797
1
0
1
1
Member of 13(d) Group
0000902298
DOLAN HELEN A
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY
NY
11797
0
0
1
1
Member of 13(d) Group
Common Stock
2020-04-17
4
J
0
1000
D
0
I
By Madison Square Garden Sports Corp. and its subsidiaries
Class A Common Stock
2020-04-17
5
J
0
E
2591
A
2591
D
Class A Common Stock
2020-04-17
5
J
0
E
33572
A
33572
I
By CFD 2009 Revocable Trust
Class B Common Stock
2020-04-17
5
J
0
E
56637
A
Class A Common Stock
56637
56637
I
By CFD 2018 GRAT #1M
Class B Common Stock
2020-04-17
5
J
0
E
56056
A
Class A Common Stock
56056
56056
I
By CFD 2019 GRAT #1M
Class B Common Stock
2020-04-17
5
J
0
E
56636
A
Class A Common Stock
56636
56636
I
By HAD 2018 GRAT #1M
Class B Common Stock
2020-04-17
5
J
0
E
56056
A
Class A Common Stock
56056
56056
I
By HAD 2019 GRAT #1M
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.
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.
Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution pursuant to vested MSGS restricted stock units, in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2020 Stock Plan for Non-Employee Directors.
Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13. Includes shares of MSGS Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rules 16a-9 and 16b-3.
Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan.
Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13.
Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
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").
Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
These securities are owned solely by the Charles F. Dolan 2018 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust.
These securities are owned solely by the Charles F. Dolan 2019 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust.
Charles F. Dolan disclaims beneficial ownership of these securities 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.
These securities are owned solely by the Helen A. Dolan 2018 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.
These securities are owned solely by the Helen A. Dolan 2019 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.
/s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan
2020-04-20
/s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan
2020-04-20