0001209191-23-025144.txt : 20230421 0001209191-23-025144.hdr.sgml : 20230421 20230421161622 ACCESSION NUMBER: 0001209191-23-025144 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 JAMES LAWRENCE CENTRAL INDEX KEY: 0000933028 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41627 FILM NUMBER: 23836569 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 0000933028 DOLAN JAMES LAWRENCE TWO PENNSYLVANIA PLAZA NEW YORK NY 10121 1 1 0 1 Executive Chairman / CEO 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 306837 A 306837 D Class A Common Stock 2023-04-20 5 J 0 E 14119 A 14119 I By Spouse Class A Common Stock 2023-04-20 5 J 0 E 12201 A 26320 I By Spouse Class A Common Stock 2023-04-20 5 J 0 E 746 A 746 I By Minor Children Restricted Stock Units 2023-04-20 5 J 0 E 58294 0.00 A 2023-09-15 Class A Common Stock 58294 58294 D Restricted Stock Units 2023-04-20 5 J 0 E 56491 0.00 A 2024-09-15 Class A Common Stock 56491 56491 D Restricted Stock Units 2023-04-20 5 J 0 E 98750 0.00 A 2025-09-15 Class A Common Stock 98750 98750 D Class B Common Stock 2023-04-20 5 J 0 E 224636 A Class A Common Stock 224636 224636 D 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 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. Includes 631 shares held jointly with spouse. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. Securities held directly by Reporting Person's spouse and indirectly by Reporting Person. Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. Represents Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9. 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 the Reporting Person's spouse in connection with the Distribution, in an exempt transaction under Rules 16a-9. The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by his minor children, and this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities. Each restricted stock unit ("RSU") is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU. Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 25, 2020 and August 26, 2020, the RSUs are scheduled to vest and settle on September 15, 2023. Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 27, 2021 and April 20, 2022, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2023 and September 15, 2024. Pursuant to the terms of Reporting Person's SPHR RSU award dated August 31, 2022, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2023, September 15, 2024 and September 15, 2025. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3. 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 2023-04-21