0001104659-24-036297.txt : 20240319 0001104659-24-036297.hdr.sgml : 20240319 20240319201531 ACCESSION NUMBER: 0001104659-24-036297 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 GROUP MEMBERS: CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH DOLAN-SWEENEY GROUP MEMBERS: CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN GROUP MEMBERS: CHARLES F. DOLAN 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN GROUP MEMBERS: CHARLES F. DOLAN 2009 FAMILY TRUST FBO MARIANNE DOLAN WEBER GROUP MEMBERS: CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN GROUP MEMBERS: CHARLES F. DOLAN 2009 REVOCABLE TRUST GROUP MEMBERS: CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY GROUP MEMBERS: CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN GROUP MEMBERS: CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN GROUP MEMBERS: CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER GROUP MEMBERS: CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN GROUP MEMBERS: CORBY DOLAN LEINAUER GROUP MEMBERS: DEBORAH A. DOLAN-SWEENEY GROUP MEMBERS: JAMES L. DOLAN GROUP MEMBERS: KATHLEEN M. DOLAN GROUP MEMBERS: MARIANNE DOLAN WEBER GROUP MEMBERS: MARY S. DOLAN GROUP MEMBERS: RYAN DOLAN 1989 TRUST GROUP MEMBERS: TARA DOLAN 1989 TRUST GROUP MEMBERS: THOMAS C. DOLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Madison Square Garden Entertainment Corp. CENTRAL INDEX KEY: 0001952073 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 920318813 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94052 FILM NUMBER: 24765884 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN CHARLES F CENTRAL INDEX KEY: 0000935761 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: BAKER BOTTS L.L.P. STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 SC 13D/A 1 tm249013d1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Madison Square Garden Entertainment Corp.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

558256 103

(CUSIP Number)

Samantha H. Crispin

Quentin W. Wiest

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, New York 10112

(212) 408-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 15, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan, individually and as a Trustee of the Charles F. Dolan 2009 Revocable Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00, PF – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 0
	8.	Shared Voting Power 4,167,322
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 4,167,322

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,167,322
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 9.3%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 3,003,469 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons James L. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 825,983
	8.	Shared Voting Power 987,449
	9.	Sole Dispositive Power 825,983
	10.	Shared Dispositive Power 987,449

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,813,432
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 4.2%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 5,725,962 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Thomas C. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 369,708
	8.	Shared Voting Power 488,579
	9.	Sole Dispositive Power 369,708
	10.	Shared Dispositive Power 488,579

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 858,287
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 2.1%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 6,398,331 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Kathleen M. Dolan, individually and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and as a Trustee of each of the Charles F. Dolan Children Trusts
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 18,632
	8.	Shared Voting Power 2,949,895
	9.	Sole Dispositive Power 18,632
	10.	Shared Dispositive Power 2,949,895

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,968,527
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 6.8%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 4,087,921 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Marianne Dolan Weber
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 19,747
	8.	Shared Voting Power 523,660
	9.	Sole Dispositive Power 19,747
	10.	Shared Dispositive Power 523,660

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 543,407
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.3%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 6,416,602 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Deborah A. Dolan-Sweeney
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 10,419
	8.	Shared Voting Power 947,036
	9.	Sole Dispositive Power 10,419
	10.	Shared Dispositive Power 947,036

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 957,455
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 2.3%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 6,060,678 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Corby Dolan Leinauer, as a Trustee of each of the 2009 Family Trusts
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 192
	8.	Shared Voting Power 3,557,722
	9.	Sole Dispositive Power 192
	10.	Shared Dispositive Power 3,557,722

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,557,914
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 8.0%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 3,345,153 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Corby Dolan Leinauer disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 3,453
	8.	Shared Voting Power 4,049,409
	9.	Sole Dispositive Power 3,453
	10.	Shared Dispositive Power 4,049,409

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,052,862
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 9.0%
	14.	Type of Reporting Person (See Instructions) IN

(*)

Excludes 2,880,761 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan 2009 Revocable Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 414,843
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 414,843
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 414,843
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.0%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,525,070 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Revocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan Children Trust FBO Kathleen M. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 488,579
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 488,579
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 488,579
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.2%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,402,362 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 488,579
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 488,579
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 488,579
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.2%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,402,362 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan Children Trust FBO Marianne Dolan Weber
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 474,339
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 474,339
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 474,339
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.1%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,416,602 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan Children Trust FBO Thomas C. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 488,579
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 488,579
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 488,579
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.2%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,398,331 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan Children Trust FBO James L. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 960,498
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 960,498
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 960,498
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 2.3%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 5,950,598 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan Children Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan 2009 Family Trust FBO James L. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 1,053,283
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 1,053,283
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,053,283
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 2.5%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 5,820,189 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 659,208
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 659,208
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 659,208
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.6%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,214,264 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 621,308
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 621,308
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 621,308
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.5%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,252,164 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 653,144
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 653,144
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 653,144
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.6%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,220,328 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Charles F. Dolan 2009 Family Trust FBO Deborah Dolan-Sweeney
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 568,248
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 568,248
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 568,248
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 1.4%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,305,224 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Ryan Dolan 1989 Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 7,659
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 7,659
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,659
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 0.1%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,859,095 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Ryan Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

	CUSIP No. 558256 103
1.	Names of Reporting Persons Tara Dolan 1989 Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00 – See Item 3 of Statement
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 7,659
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 7,659
	10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,659
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
	13.	Percent of Class Represented by Amount in Row (11) 0.1%
	14.	Type of Reporting Person (See Instructions) OO

(*)

Excludes 6,859,095 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Tara Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the “Group Members”) who may be deemed to beneficially own all of the shares of Class B Common Stock of Madison Square Garden Entertainment Corp. (the “Issuer”), par value $0.01 per share (the “Class B Common Stock”), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $0.01 per share (the “Class A Common Stock,” and together with the Class B Common Stock, the “Common Stock”), and a certain number of shares of Class A Common Stock, in each case as described herein and (ii) certain trustees of such Group Members (the persons referred to in clauses (i) and (ii) collectively, the “Reporting Persons”) to, among other things, report changes to the Reporting Persons’ beneficial ownership of Class A Common Stock as a result of certain matters described in Item 4.

The Schedule 13D (the “Schedule”) filed by the original Group Members on April 28, 2023 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 filed September 22, 2023 (“Amendment No. 1”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 2.

Item 2. Identity and Background.

The disclosure in Item 2(a) is hereby amended to read in its entirety as follows:

(a)   The names of the Reporting Persons who are Group Members are: Charles F. Dolan, individually and as a Trustee of the Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”); James L. Dolan; Thomas C. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the “Dolan Children Trusts” and individually, as a “Dolan Children Trust”), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; the CFD 2009 Trust; the Dolan Children Trust FBO Kathleen M. Dolan; the Dolan Children Trust FBO Marianne Dolan Weber; the Dolan Children Trust FBO Deborah Dolan-Sweeney; the Dolan Children Trust FBO James L. Dolan; the Dolan Children Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; the Ryan Dolan 1989 Trust; and the Tara Dolan 1989 Trust. The Reporting Persons also include Corby Dolan Leinauer, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the “2009 Family Trusts” and individually, a “2009 Family Trust”) and Mary S. Dolan, as a Trustee of the Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts. The Helen A. Dolan 2009 Revocable Trust distributed its shares of Common Stock to the CFD 2009 Trust on November 8, 2023 and is no longer a Group Member.

The disclosure in Item 2(b) and 2(c) is hereby amended to remove information related to the Helen A. Dolan 2009 Revocable Trust.

Item 3. Source and Amount of Funds or Other Consideration.

The disclosure in Item 3 is hereby amended by adding the following at the end thereof:

The Helen A. Dolan 2009 Revocable Trust distributed 112,692 shares of Class B Common Stock to the CFD 2009 Trust on November 8, 2023, following the death of Helen A. Dolan. No funds were exchanged in connection with the distribution.

On March 15, 2024, Mr. Charles F. Dolan exercised his right to substitute assets with respect to a trust for the benefit of his descendants, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust were of equal value to the trust property exchanged therefor, and he acquired 5,079 shares of Class A Common Stock from the trust in exchange for cash, at a price per share of $37.63 (the “Stock Substitution”). The shares were acquired using personal funds for estate planning purposes. He subsequently contributed such shares to the CFD 2009 Trust.

Item 4. Purpose of Transaction.

The disclosure in Item 4 is hereby amended by adding the following at the end thereof:

The information contained in Item 3 of this Amendment No. 2 is incorporated by reference.

Between February 26, 2024 and March 6, 2024, Mr. James Dolan sold an aggregate of 229,383 shares of Class A Common Stock as described further in Schedule A hereto. The aggregate sale price of the 229,383 shares of Class A Common Stock was $8,673,413.32, including brokerage commissions.

On March 15, 2024, call options held by Mr. James Dolan representing 184,150 shares of Class A Common Stock expired pursuant to their terms. As a result, as of March 19, 2024, Mr. James Dolan may be deemed to beneficially own call options representing 446,089 shares of Class A Common Stock, as reported in Item 5.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis and, depending on various factors, including, without limitation, the Issuer’s financial condition, business and prospects, the price levels of the Class A Common Stock, conditions in the securities market, general economic and industry conditions, other business opportunities available to the Reporting Persons and estate planning considerations, the Reporting Persons may, in the future, take such actions with respect to their shares of the Issuer’s capital stock as they deem appropriate, including, without limitation, purchasing shares of the Issuer’s capital stock in open market or privately negotiated transactions, selling shares of the Issuer’s capital stock, taking any action to change the composition of the Issuer’s board of directors, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The disclosure in Items 5(a), (b) and (c) is hereby amended and restated to read in its entirety as follows:

(a) and (b) The Group Members may be deemed to beneficially own an aggregate of 8,481,592 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,614,838 shares of Class A Common Stock (inclusive of exercisable options), and (ii) 6,866,754 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 17.5% of the total shares of the Issuer’s common stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,866,754 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders’ Agreement (as previously defined in the Schedule 13D). Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 73,493 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that any such person is the beneficial owner of such securities.

The percentages used herein with respect to the ownership of Class A Common Stock are calculated based on 41,121,950 outstanding shares of Class A Common Stock as of January 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q that was filed with the SEC on February 7, 2024.

Charles F. Dolan may be deemed to beneficially own an aggregate of 4,167,322 shares of Class A Common Stock, including (i) 304,037 shares of Class A Common Stock and (ii) 3,863,285 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 9.3% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 304,037 shares of Class A Common Stock (including 73,159 shares of Class A Common Stock owned of record by the CFD 2009 Trust, 197,288 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 33,590 shares of Class A Common Stock owned of record by the 2009 Family Trusts), and 3,863,285 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, (including 341,684 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 3,521,601 shares of Class B Common Stock owned of record by the 2009 Family Trusts). He disclaims beneficial ownership of 197,288 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 33,590 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 3,521,601 shares of Class B Common Stock owned of record by the 2009 Family Trusts and 3,003,469 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

James L. Dolan may be deemed to beneficially own an aggregate of 1,813,708 shares of Class A Common Stock, including (i) 672,640 shares of Class A Common Stock (including options to purchase 446,089 of Class A Common Stock that are exercisable within sixty days of this filing) and (ii) 1,140,792 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.2% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 825,983 shares of Class A Common Stock (including 154,512 shares of Class A Common Stock owned of record personally, options to purchase 446,089 of Class A Common Stock that are exercisable within sixty days of this filing, 746 shares of Class A Common Stock held as custodian for one or more minor children, and 224,636 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 987,449 shares of Class A Common Stock (including 631 shares of Class A Common Stock owned jointly with his spouse, 26,320 shares of Class A Common Stock owned of record personally by his spouse, 44,342 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit and 916,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit). He disclaims beneficial ownership of 746 shares of Class A Common Stock held as custodian for one or more minor children, 26,320 shares of Class A common Stock owned of record personally by his spouse, 44,342 shares of Class A Common Stock and 916,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit and 5,725,962 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Thomas C. Dolan may be deemed to beneficially own 858,287 shares of Class A Common Stock, including (i) 389,864 shares of Class A Common Stock and (ii) 468,423 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 369,708 shares of Class A Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 488,579 shares of Class A Common Stock (including 20,156 shares of Class A Common Stock and 468,423 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit). He disclaims beneficial ownership of 20,156 shares of Class A Common Stock and 468,423 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit and 6,398,331 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Kathleen M. Dolan may be deemed to beneficially own an aggregate of 2,968,527 shares of Class A Common Stock, including (i) 189,694 shares of Class A Common Stock and (ii) 2,778,833 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 6.8% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 18,632 shares of Class A Common Stock (including 2,378 shares of Class A Common Stock owned of record personally and 936 shares of Class A Common Stock held as custodian for one or more minor children and an aggregate of 15,318 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,949,895 shares of Class A Common Stock (including an aggregate of 137,059 shares of Class A Common Stock owned of record by the Dolan Children Trusts and 49,321 shares of Class A Common Stock owned of record by the Green Mountain Foundation Inc., and an aggregate of 2,763,515 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts). She disclaims beneficial ownership of 936 shares of Class A Common Stock held as custodian for one or more minor children, 49,321 shares of Class A Common Stock owned of record by the Green Mountain Foundation Inc., an aggregate of 137,059 shares of Class A Common Stock owned of record by the Dolan Children Trusts, an aggregate of 2,763,515 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts, an aggregate of 15,318 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and 4,087,921 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Marianne Dolan Weber may be deemed to beneficially own an aggregate of 543,407 shares of Class A Common Stock, including (i) 93,255 shares of Class A Common Stock and (ii) 450,152 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.3% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 19,747 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 523,660 shares of Class A Common Stock (including 49,321 shares of Class A Common Stock owned of record by the Heartfelt Wings Foundation Inc., 24,187 shares of Class A Common Stock owned by the Dolan Children Trust for her benefit and 450,152 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 49,321 shares of Class A Common Stock owned of record by the Heartfelt Wings Foundation Inc., 24,187 shares of Class A Common Stock and 450,152 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit and 6,416,602 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 957,455 shares of Class A Common Stock, including (i) 151,379 shares of Class A Common Stock and (ii) 806,076 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.3% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 10,419 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 947,036 shares of Class A Common Stock (including 40,200 shares of Class A Common Stock owned of record personally by her spouse, 3,414 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee, 73,159 shares of Class A Common Stock and 341,684 of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust and 24,187 shares of Class A Common and 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 40,200 shares of Class A Common Stock owned of record personally by her spouse, 3,414 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee, 73,159 shares of Class A Common Stock and 341,684 of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust and 24,187 shares of Class A Common and 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit and 6,060,678 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Corby Dolan Leinauer may be deemed to beneficially own an aggregate of 3,557,914 shares of Class A Common Stock, including (i) 36,313 shares of Class A Common Stock and (ii) 3,521,601 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 8.0% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 192 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,557,722 shares of Class A Common Stock (including 154 shares of Class A Common Stock owned jointly with her spouse, 685 shares of Class A Common Stock owned of record by the Leinauer Family Education Trust, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, an aggregate of 33,590 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 3,521,601 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 192 shares of Class A Common Stock held as custodian for one or more minor children, 685 shares of Class A Common Stock owned of record by the Leinauer Family Education Trust, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, an aggregate of 33,590 shares of Class A Common Stock owned of record by the 2009 Family Trusts, an aggregate of 3,521,601 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts and 3,345,153 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that she is the beneficial owner of such securities. See Exhibit A.

Mary S. Dolan may be deemed to beneficially own an aggregate of 4,052,862 shares of Class A Common Stock, including (i) 66,869 shares of Class A Common Stock and (ii) 3,985,993 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 9.0% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote and to dispose of or direct the disposition of 3,453 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 4,049,409 shares of Class A Common Stock (including 3,947 shares of Class A Common Stock owned jointly with her spouse, 24,187 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, an aggregate of 33,590 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 3,521,601 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 3,453 shares of Class A Common Stock held as custodian for one or more minor children, 24,187 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 423 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, an aggregate of 33,590 shares of Class A Common Stock owned of record by the 2009 Family Trusts, an aggregate of 3,521,601 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts and 2,880,761 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

The CFD 2009 Trust may be deemed to beneficially own an aggregate of 414,843 shares of Class A Common Stock, including (i) 73,159 shares of Class A Common Stock and (ii) 341,684 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,525,070 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Charles F. Dolan and Brian G. Sweeney are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 10 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 488,579 shares of Class A Common Stock, including (i) 24,187 shares of Class A Common Stock and (ii) 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,402,362 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 11 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney may be deemed to beneficially own an aggregate of 488,579 shares of Class A Common Stock, including (i) 24,187 shares of Class A Common Stock and (ii) 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,402,362 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 12 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 474,339 shares of Class A Common Stock, including (i) 24,187 shares of Class A Common Stock and (ii) 450,152 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,416,602 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 13 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 488,579 shares of Class A Common Stock, including (i) 20,156 shares of Class A Common Stock and (ii) 468,423 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,398,331 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 14 of this Schedule 13D is hereby incorporated by reference.

The Charles F. Dolan Children Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 960,498 shares of Class A Common Stock, including (i) 44,342 shares of Class A Common Stock and (ii) 916,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 5,950,598 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 15 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 1,053,283 shares of Class A Common Stock, including (i) 6,718 shares of Class A Common Stock and (ii) 1,046,565 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 5,820,189 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Corby Dolan Leinauer and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 16 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 659,208 shares of Class A Common Stock, including (i) 6,718 shares of Class A Common Stock and (ii) 652,490 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,214,264 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Corby Dolan Leinauer and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 17 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 621,308 shares of Class A Common Stock, including (i) 6,718 shares of Class A Common Stock and (ii) 614,590 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,252,164 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Corby Dolan Leinauer and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 18 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Marianne E. Dolan Weber may be deemed to beneficially own an aggregate of 653,144 shares of Class A Common Stock, including (i) 6,718 shares of Class A Common Stock and (ii) 646,426 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,220,328 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Corby Dolan Leinauer and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 19 of this Schedule 13D is hereby incorporated by reference.

The 2009 Family Trust FBO Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 568,248 shares of Class A Common Stock, including (i) 6,718 shares of Class A Common Stock and (ii) 561,530 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Corby Dolan Leinauer and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The trust disclaims beneficial ownership of 6,305,224 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 20 of this Schedule 13D is hereby incorporated by reference.

The Ryan Dolan 1989 Trust may be deemed to beneficially own an aggregate of 7,659 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,859,095 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 21 of this Schedule 13D is hereby incorporated by reference.

The Tara Dolan 1989 Trust may be deemed to beneficially own an aggregate of 7,659 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. The trust disclaims beneficial ownership of 6,859,095 shares of Class A Common Stock, issuable upon conversion of an equal number of shares of Class B Common Stock, held by other Reporting Persons hereto, and this report shall not be deemed to be an admission that the trust is the beneficial owner of such securities. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 22 of this Schedule 13D is hereby incorporated by reference.

Paul J. Dolan may be deemed to beneficially own an aggregate of 1,510,433 shares of Class A Common Stock, including (i) 129,885 shares of Class A Common Stock, and (ii) 1,380,548 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.6% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 15,147 shares of Class A Common Stock owned of record personally and 46,209 shares of Class A Common Stock owned of record by the CFD Trust No. 10 and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,449,077 shares of Class A Common Stock (including an aggregate of 68,529 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 1,380,548 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan). He disclaims beneficial ownership of 46,209 shares of Class A Common Stock owned of record by the CFD Trust No. 10, an aggregate of 68,529 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 1,380,548 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.

Matthew J. Dolan may be deemed to beneficially own an aggregate of 964,932 shares of Class A Common Stock, including (i) 46,357 shares of Class A Common Stock and (ii) 918,575 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.3% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 1,206 shares of Class A Common Stock (including 619 shares of Class A Common Stock owned of record personally and 587 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 963,726 shares of Class A Common Stock (including 480 shares of Class A Common Stock owned jointly with his spouse, 328 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 44,343 shares of Class A Common stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 918,575 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan). He disclaims beneficial ownership of 587 shares of Class A Common Stock held as custodian for a minor child, 328 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 44,343 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 918,575 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Brian G. Sweeney may be deemed to beneficially own an aggregate of 957,455 shares of Class A Common Stock, including (i) 151,379 shares of Class A Common Stock and (ii) 806,076 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.3% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 40,200 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 917,255 shares of Class A Common Stock (including 10,419 shares of Class A Common Stock owned of record personally by his spouse, 3,414 shares of Class A Common Stock held by trusts for which he serves as co-trustee, 73,159 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and, 341,684 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee, 24,187 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, and 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse. He disclaims beneficial ownership of 10,419 shares of Class A Common Stock owned of record personally by his spouse, 3,414 shares of Class A Common Stock held by trusts for which he serves as co-trustee, 73,159 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee, 341,684 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee, 24,187 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, and 464,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of his spouse, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

(c) The information in Item 3 with respect to the Stock Substitution is incorporated herein by reference. Schedule A annexed hereto lists all other transactions in the securities of the Issuer by the Reporting Persons during the sixty days ended March 19, 2024. All such other transactions were effected in the open market unless otherwise noted therein.

Item 7. Material to be Filed as Exhibits.

The disclosure in Item 7 is hereby amended by replacing Exhibits A and A.1 with the following Exhibit A and adding the following Exhibit B.2 in appropriate numerical order:

Exhibit A

Amended and Restated Trust and Beneficiary List.

Exhibit B.2

Joint Filing Agreement, dated March 19, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 19, 2024

	*
	Charles F. Dolan

	/s/ James L. Dolan
	James L. Dolan

	/s/ Thomas C. Dolan
	Thomas C. Dolan

	*
	Kathleen M. Dolan

	*
	Marianne Dolan Weber

	*
	Deborah A. Dolan-Sweeney

	*
	Corby Dolan Leinauer

	*
	Mary S. Dolan

	Charles F. Dolan 2009 REVOCABLE TRUST

	*
	By: Charles F. Dolan, Trustee

	/s/ Brian G. Sweeney
	By: Brian G. Sweeney, Trustee

	Charles F. Dolan Children Trust FBO Kathleen M. Dolan

	Charles F. Dolan Children Trust FBO James L. Dolan

	*
	By: Kathleen M. Dolan, Trustee

	*
	By: Paul J. Dolan, Trustee

	Charles F. Dolan Children Trust FBO Marianne Dolan Weber

	Charles F. Dolan Children Trust FBO Thomas C. Dolan

	*
	By: Kathleen M. Dolan, Trustee

	*
	By: Matthew J. Dolan, Trustee

	Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney

	*
	By: Kathleen M. Dolan, Trustee

	*
	By: Mary S. Dolan, Trustee

	CHARLES F. DoLAN 2009 Family Trust FBO Kathleen M. Dolan

	CHARLES F. DoLAN 2009 Family Trust FBO Deborah A. Dolan-Sweeney

	CHARLES F. DoLAN 2009 Family Trust FBO Marianne E. Dolan Weber

	CHARLES F. DoLAN 2009 Family Trust FBO Thomas C. Dolan

	CHARLES F. DoLAN 2009 Family Trust FBO James L. Dolan

	*
	By: Mary S. Dolan, Trustee

	*
	By: Corby Dolan Leinauer, Trustee

	Ryan Dolan 1989 Trust

	Tara Dolan 1989 Trust

	*
	By: Kathleen M. Dolan, Trustee

*By:	/s/ Brian G. Sweeney
	Brian G. Sweeney
	as Attorney-in-Fact

SHEDULE A

Transactions in Class A Common Stock

(60-day period ended March 19, 2024)

Reporting Person

Trade Date

Amount

Trade Price per Share

Buy/Sell

James L. Dolan

02/26/2024

24,284

37.306

Sell

James L. Dolan

02/27/2024

39,303

36.95

Sell

James L. Dolan

02/28/2024

7,349

37.0562

Sell

James L. Dolan

02/28/2024

21,447

37.9278

⁴

Sell

James L. Dolan

03/04/2024

100,000

38.1979

⁵

Sell

James L. Dolan

03/06/2024

37,000

38.0994

⁶

Sell

¹            This transaction was executed in multiple trades at prices ranging from $37.05 to $37.63 per share. The price reported above reflects the weighted average price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

²            This transaction was executed in multiple trades at prices ranging from $36.62 to $37.34 per share. The price reported above reflects the weighted average price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

³            This transaction was executed in multiple trades at prices ranging from $36.59 to $37.59 per share. The price reported above reflects the weighted average price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

⁴            This transaction was executed in multiple trades at prices ranging from $37.60 to $38.08 per share. The price reported above reflects the weighted average price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

⁵            This transaction was executed in multiple trades at prices ranging from $37.75 to $38.59 per share. The price reported above reflects the weighted average price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

⁶             This transaction was executed in multiple trades at prices ranging from $37.87 to $38.45 per share. The price reported above reflects the weighted average price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

EX-99.A 2 tm249013d1_ex99-a.htm EXHIBIT 99.A

Exhibit A

Kathleen M. Dolan is a co-Trustee of each of the Charles F. Dolan Children Trust FBO James L. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Thomas C. Dolan (with Matthew J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Kathleen M. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Marianne Dolan Weber (with Matthew J. Dolan as co-Trustee) and the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney (with Mary S. Dolan as co-Trustee) (hereinafter referred to, collectively, as the “Dolan Children Trusts”, and individually, as a “Dolan Children Trust”).

The following table lists each Dolan Children Trust’s name and the name of its beneficiary (each a “Current Beneficiary”).

Name of Trust		Current Beneficiary
Charles F. Dolan Children Trust FBO James L. Dolan		James L. Dolan

Charles F. Dolan Children Trust FBO Thomas C. Dolan		Thomas C. Dolan

Charles F. Dolan Children Trust FBO Kathleen M. Dolan		Kathleen M. Dolan

Charles F. Dolan Children Trust FBO Marianne Dolan Weber		Marianne Dolan Weber

Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney		Deborah A. Dolan-Sweeney

For each Dolan Children Trust other than the Dolan Children Trust for the benefit of Kathleen M. Dolan, distributions of income and principal can be made in the discretion of the Trustees to the Current Beneficiary. For the Dolan Children Trust for the benefit of Kathleen M. Dolan, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee to the Current Beneficiary. The Current Beneficiary of each Dolan Children Trust has the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to his or her trust. In the event that a Current Beneficiary becomes a Trustee of his or her trust, distributions of income and principal to the Current Beneficiary will be made in the discretion of the non-beneficiary Trustee. For each Dolan Children Trust, the Current Beneficiary has the power during his or her life to appoint all or part of the assets of his or her trust to or for the benefit of one or more of his or her descendants. Any unappointed portion of such trust will pass, in further trust, per stirpes to the Current Beneficiary’s then living descendants, or if none, per stirpes to the then living descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan.

The Current Beneficiary of any Dolan Children Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such Dolan Children Trust because the non-beneficiary Trustee thereof has the sole discretion to distribute or accumulate the income from each Dolan Children Trust and the sole discretion to distribute the principal of each Dolan Children Trust to the Current Beneficiary of such Dolan Children Trust.

Kathleen M. Dolan is the sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust (together, the “CFD 1989 Grandchildren Trusts” and individually, a “CFD 1989 Grandchild Trust”). All of the net income of the relevant CFD 1989 Grandchild Trust is distributed to the respective beneficiary. In addition, during the continuance of the relevant CFD 1989 Grandchild Trust, the Trustee in the Trustee’s discretion may distribute the principal of the relevant CFD 1989 Grandchild Trust to or for the benefit of the respective beneficiary. Upon the respective beneficiary attaining age 40, the relevant CFD 1989 Grandchild Trust for the respective beneficiary terminates and is to be distributed to such beneficiary. If the respective beneficiary dies before attaining age 40, such beneficiary has a testamentary general power of appointment over the relevant CFD 1989 Grandchild Trust. In default of the exercise of such power of appointment, the relevant CFD 1989 Grandchild Trust will be distributed to the respective beneficiary’s then-living issue, per stirpes, or if none, to Charles F. Dolan’s then-living grandchildren, in equal shares, or if none, to Charles F. Dolan’s then-living issue, per stirpes.

Each of Mary S. Dolan and Corby Dolan Leinauer (each, a “2009 Family Trustee” and together, the “2009 Family Trustees”) is currently a trustee of the Charles F. Dolan 2009 Family Trusts (the “2009 Family Trusts”). The property held in the 2009 Family Trusts is held in separate trusts, such that there is one trust in respect of each living child of Charles F. Dolan. The beneficiaries of each trust are the child for whom the trust was set apart and his or her descendants (each, a “Beneficiary”). As a 2009 Family Trustee, Mary S. Dolan has the shared power to vote and dispose of all shares held by the 2009 Family Trusts. Corby Dolan Leinauer, as a 2009 Family Trustee, shares the power to vote and dispose of all shares held by the 2009 Family Trusts. During the life of each child of Charles F. Dolan, distributions of income and principal of his or her trust can be made in the discretion of Mary S. Dolan and Corby Dolan Leinauer, as 2009 Family Trustees, among the Beneficiaries of each such trust. After the death or incompetence of both Charles F. Dolan and Helen A. Dolan, each child of Charles F. Dolan will have the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to his or her 2009 Family Trust. In the event that a Beneficiary becomes a Trustee of his or her 2009 Family Trust, distributions of income and principal from such 2009 Family Trust will be made in the discretion of the non-beneficiary Trustee. Charles F. Dolan has the right to substitute assets with each of the 2009 Family Trusts, subject to the 2009 Family Trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. Each child of Charles F. Dolan has a testamentary power of appointment over the 2009 Family Trust for his or her benefit, except that any shares of Class B Common Stock can only be appointed in further trust for the benefit of any one or more of the descendants of Charles F. Dolan upon substantially the same terms as the 2009 Family Trusts. Upon the death of a child of Charles F. Dolan, the 2009 Family Trustees will distribute any remaining unappointed trust principal of such trust in continuing trust for such child’s then living descendants, per stirpes. If there are no such living descendants, then the 2009 Family Trustees will distribute any remaining trust principal to the other 2009 Family Trusts for the benefit of the then living descendants of Charles F. Dolan. If there are no such living descendants, the trust principal will be distributed to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization.

Each Beneficiary has a right of withdrawal with respect to certain contributions made to his or her respective trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift on each of the following dates: (i) 30 days following Charles F. Dolan’s death, (ii) the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) the first day of the subsequent calendar year. The portion of the right of withdrawal that lapses on each such date is the greater of $5,000 and five percent of the value of the trust principal. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, each Beneficiary of such trust may be said to have a direct economic interest in trust assets, including securities of the Issuer held by the 2009 Family Trusts.

Except to the extent of the right of withdrawal, each Beneficiary of the 2009 Family Trusts has only a contingent economic interest in the securities of the Issuer held by the 2009 Family Trusts because Mary S. Dolan and Corby Dolan Leinauer, as 2009 Family Trustees thereof, have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2009 Family Trusts to each Beneficiary.

The following table lists each 2009 Family Trust’s name and the names of its beneficiaries (each a “Current Beneficiary”).

Name of Trust		Current Beneficiaries
CFD 2009 Family Trust FBO James L. Dolan		James L. Dolan and his descendants

CFD 2009 Family Trust FBO Thomas C. Dolan		Thomas C. Dolan

CFD 2009 Family Trust FBO Kathleen M. Dolan		Kathleen M. Dolan and her descendants

CFD 2009 Family Trust FBO Marianne Dolan Weber		Marianne Dolan Weber and her descendants

CFD 2009 Family Trust FBO Deborah A. Dolan-Sweeney		Deborah A. Dolan-Sweeney and her descendants

Charles F. Dolan is the settlor and a co-Trustee and Brian G. Sweeney is a co-Trustee of The Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”). Charles F. Dolan is the current beneficiary of the trust. All actions by the CFD 2009 Trust, including acquisitions and dispositions of Issuer securities, voting of Issuer securities and distributions of Issuer securities, require the consent of each co-Trustee. Distributions of income and principal (including distributions of Issuer securities), and investments, can be made in the discretion of the trustees subject, in the case of certain distributions and investments that exceed specified dollar amounts, to the consent of one or more of the settlor’s children.

The settlor may amend and revoke the trust at any time with the consent of the co-Trustee and, in the case of certain amendments, a majority of the settlor’s children who do not have a personal interest in such amendment. A Trustee may be removed by a majority of the settlor’s children.

EX-99.B(2) 3 tm249013d1_ex99-b2.htm EXHIBIT 99.B(2)

EXHIBIT B.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value, of Madison Square Garden Entertainment Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Date: March 19, 2024

	*
	Charles F. Dolan

	/s/ James L. Dolan
	James L. Dolan

	/s/ Thomas C. Dolan
	Thomas C. Dolan

	*
	Kathleen M. Dolan

	*
	Marianne Dolan Weber

	*
	Deborah A. Dolan-Sweeney

	*
	Corby Dolan Leinauer

	*
	Mary S. Dolan

	Charles F. Dolan 2009 REVOCABLE TRUST

	*
	By: Charles F. Dolan, Trustee

	/s/ Brian G. Sweeney
	By: Brian G. Sweeney, Trustee

	Charles F. Dolan Children Trust FBO Kathleen M. Dolan

	Charles F. Dolan Children Trust FBO James L. Dolan

	*
	By: Kathleen M. Dolan, Trustee

	*
	By: Paul J. Dolan, Trustee

	Charles F. Dolan Children Trust FBO Marianne Dolan Weber

	Charles F. Dolan Children Trust FBO Thomas C. Dolan

	*
	By: Kathleen M. Dolan, Trustee

	*
	By: Matthew J. Dolan, Trustee

	Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney

	*
	By: Kathleen M. Dolan, Trustee

	*
	By: Mary S. Dolan, Trustee

	CHARLES F. DoLAN 2009 Family Trust FBO Kathleen M. Dolan

	CHARLES F. DoLAN 2009 Family Trust FBO Deborah A. Dolan-Sweeney

	CHARLES F. DoLAN 2009 Family Trust FBO Marianne E. Dolan Weber

	CHARLES F. DoLAN 2009 Family Trust FBO Thomas C. Dolan

	CHARLES F. DoLAN 2009 Family Trust FBO James L. Dolan

	*
	By: Mary S. Dolan, Trustee

	*
	By: Corby Dolan Leinauer, Trustee

	Ryan Dolan 1989 Trust

	Tara Dolan 1989 Trust

	*
	By: Kathleen M. Dolan, Trustee

*By:	/s/ Brian G. Sweeney
	Brian G. Sweeney
	as Attorney-in-Fact