0001209191-20-027111.txt : 20200505 0001209191-20-027111.hdr.sgml : 20200505 20200505162126 ACCESSION NUMBER: 0001209191-20-027111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200501 FILED AS OF DATE: 20200505 DATE AS OF CHANGE: 20200505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dolan Kristin A CENTRAL INDEX KEY: 0001480991 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39245 FILM NUMBER: 20849187 MAIL ADDRESS: STREET 1: C/O MSG TWO PENN PLAZA STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOLAN JAMES LAWRENCE CENTRAL INDEX KEY: 0000933028 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39245 FILM NUMBER: 20849188 MAIL ADDRESS: STREET 1: 119 COVE NECK ROAD CITY: BETHPAGE STATE: NY ZIP: 11771 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 2020-05-01 0 0001795250 Madison Square Garden Entertainment Corp. MSGE 0000933028 DOLAN JAMES LAWRENCE TWO PENNSYLVANIA PLAZA NEW YORK NY 10121 1 1 0 1 Executive Chairman and CEO Member of 13(d) Group 0001480991 Dolan Kristin A TWO PENNSYLVANIA PLAZA NEW YORK NY 10121 1 0 0 0 Options (Right to Buy) 94.56 2020-05-01 5 J 0 E 125015 0.00 A 2026-04-03 Class A Common Stock 125015 125015 D Options (Right to Buy) 104.02 2020-05-01 5 J 0 E 144245 0.00 A 2026-04-03 Class A Common Stock 144245 144245 D Options (Right to Buy) 118.21 2020-05-01 5 J 0 E 179732 0.00 A 2026-04-03 Class A Common Stock 179732 179732 D In connection with the Distribution (as defined below), all outstanding options (each, an "original MSGS option") held by the Reporting Person to purchase shares of Class A Common Stock of Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company and referred to herein as "MSGS") were adjusted pursuant to the anti-dilution provisions of the MSGS 2015 Employee Stock Plan such that the Reporting Person received one option to purchase shares of Class A Common Stock of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc. and referred to herein as "MSGE") for each original MSGS option held at the time of the Distribution. The exercise price was determined by allocating the exercise price for the original MSGS option under the MSGS 2015 Employee Stock Plan between the original MSGS and the newly granted MSGE option based upon the volume weighted average prices of the MSGS Class A Common Stock and the MSGE Class A Common Stock over the ten trading days immediately following the distribution by MSGS of all of the outstanding common stock of MSGE to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3. Such adjustments were designed to preserve the value associated with the original MSGS option prior to the Distribution. Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Distribution, and granted pursuant to the MSGE 2020 Employee Stock Plan, in a transaction exempt under Rules 16a-9 and 16b-3. Pursuant to the terms of the Reporting Person's original MSGS options award dated October 3, 2018, one-fourth of the MSGE award vested and was fully exercisable as of the date of this filing, and three-fourths of the MSGE award will vest in equal increments on each of September 15, 2020, September 15, 2021 and September 15, 2022. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan 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. /s/ James L. Dolan 2020-05-04 /s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 2020-05-04