SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DOLAN JAMES LAWRENCE

(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Entertainment Corp. [ MSGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Executive Chairman and CEO Member of 13(d) Group
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $94.56(1)(2) 05/01/2020 J(1)(2) V 125,015(3) (4) 04/03/2026 Class A Common Stock 125,015 $0.00 125,015 D(5)
Options (Right to Buy) $104.02(1)(2) 05/01/2020 J(1)(2) V 144,245(3) (4) 04/03/2026 Class A Common Stock 144,245 $0.00 144,245 D(5)
Options (Right to Buy) $118.21(1)(2) 05/01/2020 J(1)(2) V 179,732(3) (4) 04/03/2026 Class A Common Stock 179,732 $0.00 179,732 D(5)
1. Name and Address of Reporting Person*
DOLAN JAMES LAWRENCE

(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Executive Chairman and CEO Member of 13(d) Group
1. Name and Address of Reporting Person*
Dolan Kristin A

(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
Remarks:
/s/ James L. Dolan 05/04/2020
/s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 05/04/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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