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