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