0001209191-21-046514.txt : 20210713 0001209191-21-046514.hdr.sgml : 20210713 20210713163959 ACCESSION NUMBER: 0001209191-21-046514 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 JAMES LAWRENCE CENTRAL INDEX KEY: 0000933028 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39245 FILM NUMBER: 211088305 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 Kristin A CENTRAL INDEX KEY: 0001480991 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39245 FILM NUMBER: 211088304 MAIL ADDRESS: STREET 1: C/O MSG TWO PENN PLAZA STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10121 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 0000933028 DOLAN JAMES LAWRENCE TWO PENNSYLVANIA PLAZA NEW YORK NY 10121 1 1 0 1 Executive Chairman / CEO Member of 13(d) Group 0001480991 Dolan Kristin A TWO PENNSYLVANIA PLAZA NEW YORK NY 10121 1 0 0 0 Class A Common Stock 2021-07-09 4 A 0 59312 A 247209 D Class A Common Stock 2021-07-09 4 A 0 3924 A 14119 I By Spouse Class A Common Stock 2021-07-09 4 A 0 255 A 746 I By Minor Children Restricted Stock Units 2021-07-09 4 A 0 33947 A Class A Common Stock 33947 33947 D Restricted Stock Units 2021-07-09 4 A 0 33947 A Class A Common Stock 33947 33947 D Restricted Stock Units 2021-07-09 4 A 0 4060 A Class A Common Stock 4060 6394 I By Spouse Options (Right to Buy) 103.55 2021-07-09 4 A 0 91937 A 2024-03-15 Class A Common Stock 91937 91937 D Options (Right to Buy) 125.59 2021-07-09 4 A 0 73321 A 2025-03-01 Class A Common Stock 73321 73321 D Options (Right to Buy) 145.64 2021-07-09 4 A 0 54315 A 2026-02-25 Class A Common Stock 54315 54315 D Options (Right to Buy) 83.26 2021-07-09 4 A 0 95555 A 2027-02-26 Class A Common Stock 95555 95555 D Options (Right to Buy) 103.55 2021-07-09 4 A 0 92213 A 2024-03-15 Class A Common Stock 92213 92213 D Options (Right to Buy) 125.59 2021-07-09 4 A 0 73028 A 2025-03-01 Class A Common Stock 73028 73028 D Options (Right to Buy) 145.64 2021-07-09 4 A 0 54315 A 2026-02-25 Class A Common Stock 54315 54315 D Options (Right to Buy) 83.26 2021-07-09 4 A 0 95555 A 2027-02-26 Class A Common Stock 95555 95555 D Class B Common Stock 2021-07-09 4 A 0 210591 A Class A Common Stock 210591 224636 D 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. Includes shares held jointly with spouse. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) 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. Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. The Reporting Persons disclaim beneficial ownership of all securities of MSGE beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. The MSGE RSUs are scheduled to vest and settle in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. 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 (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 the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. The MSGE RSUs are scheduled to vest and settle on September 15, 2023. 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. Represents MSGE options acquired as a result of the conversion of MSGN options pursuant to the Merger, a transaction exempt under Rule 16b-3. The MSGE options are calculated based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN options (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172, and rounded down to the nearest whole share. The MSGE options exercise price is equal to the per share exercise price of the MSGN options divided by 0.172, and rounded up to the nearest whole cent. The MSGE options are fully vested. Two-thirds of the MSGE options are fully vested. The remaining one-third is scheduled to vest on August 29, 2021. One-third of the MSGE options is fully vested. The remaining two-thirds are scheduled to vest in equal installments on August 29, 2021 and August 29, 2022. The MSGE options are scheduled to vest on August 28, 2021. The MSGE options are scheduled to vest on April 29, 2022. 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. /s/ James L. Dolan 2021-07-12 /s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 2021-07-13