0001209191-23-025143.txt : 20230421 0001209191-23-025143.hdr.sgml : 20230421 20230421161525 ACCESSION NUMBER: 0001209191-23-025143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230420 FILED AS OF DATE: 20230421 DATE AS OF CHANGE: 20230421 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: 001-41627 FILM NUMBER: 23836539 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: 001-41627 FILM NUMBER: 23836540 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: 0001952073 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 920318813 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: MSGE Spinco, Inc. DATE OF NAME CHANGE: 20221025 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-04-20 0 0001952073 Madison Square Garden Entertainment Corp. MSGE 0000935761 DOLAN CHARLES F C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY NY 11797 1 0 0 1 Member of 13(d) Group 0000902298 DOLAN HELEN A C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY NY 11797 0 0 0 1 Member of 13(d) Group 0 Common Stock 2023-04-20 4 J 0 1000 D 0 I By Sphere Entertainment Co. and its subsidiaries Class A Common Stock 2023-04-20 5 J 0 E 17773 A 17773 D Class A Common Stock 2023-04-20 5 J 0 E 50307 A 50307 I By CFD 2009 Revocable Trust Class B Common Stock 2023-04-20 5 J 0 E 228992 A Class A Common Stock 228992 228992 I By CFD 2009 Revocable Trust Class B Common Stock 2023-04-20 5 J 0 E 112692 A Class A Common Stock 112692 112692 I By HAD 2009 Revocable Trust Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") from Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR"), which occurred on April 20, 2023. To effect the spin-off, the issued and outstanding common stock of MSGE was recapitalized into MSGE's Class A common stock ("Class A Common Stock") and Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7, and following such transaction, SPHR distributed Class A Common Stock and Class B Common Stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution pursuant to vested SPHR 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 2023 Stock Plan for Non-Employee Directors. Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. Includes shares of SPHR 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 a transfer of shares previously owned directly by SPHR 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. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. Helen A. Dolan is a co-trustee and beneficiary of the Helen A. Dolan 2009 Revocable 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. /s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan 2023-04-21 /s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan 2023-04-21