James L. Dolan - Apr 20, 2023 Form 4 Insider Report for Madison Square Garden Entertainment Corp. (MSGE)

Role
Executive Chairman / CEO, Director, Member of 13(d) Group
Signature
/s/ James L. Dolan
Stock symbol
MSGE
Transactions as of
Apr 20, 2023
Transactions value $
$0
Form type
4
Date filed
4/21/2023, 04:16 PM
Previous filing
Apr 3, 2023
Next filing
May 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSGE Common Stock Other -1K -100% 0 Apr 20, 2023 By Sphere Entertainment Co. and its subsidiaries F1
transaction MSGE Class A Common Stock Other +307K 307K Apr 20, 2023 Direct F2, F3, F4
transaction MSGE Class A Common Stock Other +14.1K 14.1K Apr 20, 2023 By Spouse F3, F5, F6, F7
transaction MSGE Class A Common Stock Other +12.2K +86.42% 26.3K Apr 20, 2023 By Spouse F6, F7, F8, F9
transaction MSGE Class A Common Stock Other +746 746 Apr 20, 2023 By Minor Children F3, F5, F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MSGE Restricted Stock Units Other $0 +58.3K $0.00 58.3K Apr 20, 2023 Class A Common Stock 58.3K Direct F11, F12, F13
transaction MSGE Restricted Stock Units Other $0 +56.5K $0.00 56.5K Apr 20, 2023 Class A Common Stock 56.5K Direct F11, F12, F14
transaction MSGE Restricted Stock Units Other $0 +98.8K $0.00 98.8K Apr 20, 2023 Class A Common Stock 98.8K Direct F11, F12, F15
transaction MSGE Class B Common Stock Other +225K 225K Apr 20, 2023 Class A Common Stock 225K Direct F3, F16, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") from Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR"), which occurred on April 20, 2023. To effect the spin-off, the issued and outstanding common stock of MSGE was recapitalized into MSGE's Class A common stock ("Class A Common Stock") and Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7, and following such transaction, SPHR distributed Class A Common Stock and Class B Common Stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9.
F2 Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
F3 Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13.
F4 Includes 631 shares held jointly with spouse.
F5 Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
F6 Securities held directly by Reporting Person's spouse and indirectly by Reporting Person.
F7 Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F8 Represents Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9.
F9 Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. Includes shares of SPHR Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution, in an exempt transaction under Rules 16a-9.
F10 The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by his minor children, and this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F11 Each restricted stock unit ("RSU") is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.
F12 Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU.
F13 Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 25, 2020 and August 26, 2020, the RSUs are scheduled to vest and settle on September 15, 2023.
F14 Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 27, 2021 and April 20, 2022, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2023 and September 15, 2024.
F15 Pursuant to the terms of Reporting Person's SPHR RSU award dated August 31, 2022, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2023, September 15, 2024 and September 15, 2025.
F16 Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
F17 MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock.