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