0001209191-21-046512.txt : 20210713
0001209191-21-046512.hdr.sgml : 20210713
20210713163801
ACCESSION NUMBER: 0001209191-21-046512
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210709
FILED AS OF DATE: 20210713
DATE AS OF CHANGE: 20210713
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: 211088287
MAIL ADDRESS:
STREET 1: BAKER BOTTS L.L.P.
STREET 2: 30 ROCKEFELLER PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10112
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: 211088288
MAIL ADDRESS:
STREET 1: BAKER BOTTS L.L.P.
STREET 2: 30 ROCKEFELLER PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10112
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
2021-07-09
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
Class A Common Stock
2021-07-09
4
A
0
14144
A
47716
I
By CFD 2009 Revocable Trust
Class A Common Stock
2591
D
Restricted Stock Units
2021-07-09
4
A
0
9632
A
Class A Common Stock
9632
11966
D
Class B Common Stock
2021-07-09
4
A
0
116299
A
Class A Common Stock
116299
214521
I
By CFD 2009 Revocable Trust
Class B Common Stock
Class A Common Stock
98221
98221
I
By HAD 2009 Revocable Trust
Class B Common Stock
Class A Common Stock
14471
14471
I
By CFD 2019 GRAT #1M
Class B Common Stock
Class A Common Stock
14471
14471
I
By HAD 2019 GRAT #1M
Represents shares of Class A Common Stock and Class B Common Stock of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), a transaction exempt under Rule 16b-3, and calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28.
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.
Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
Securities held directly by Charles F. Dolan, Helen A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities in which she has a direct pecuniary interest) and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof.
Represents MSGE restricted stock units ("MSGE RSUs") acquired as a result of the conversion of MGSN restricted stock units ("MSGN RSUs") pursuant to the Merger, a transaction exempt under Rule 16b-3. The MSGE RSUs are calculated based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172.
The MSGE RSUs are fully vested and will be settled in stock or in cash on the first business day 90 days after service on the MSGE Board of Directors ceases.
MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock.
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.
Helen A. Dolan is a co-trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.
Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2019 Grantor Retained Annuity Trust #1M.
Helen A. Dolan is the sole trustee and beneficiary of the Helen A. Dolan 2019 Grantor Retained Annuity Trust #1M.
/s/ Dennis H. Javer, Attorney-in-Fact for Charles F. Dolan
2021-07-09
/s/ Dennis H. Javer, Attorney-in-Fact for Helen A. Dolan
2021-07-09