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