Amendment: President/CEO-MSG Networks Greenberg Andrea converted options into 3,513 shares and covered exercise/tax liability with 3,513 shares (SEC Form 4)

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Services-Misc. Amusement & Recreation
Consumer Discretionary
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SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GREENBERG ANDREA

(Last) (First) (Middle)
11 PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President/CEO-MSG Networks
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/29/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/27/2024 M(1) 3,513 A $0.00(2) 80,162.979(3) D
Class A Common Stock 03/27/2024 F(1) 3,513 D $49.27 76,649.979(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents performance restricted stock units ("PSUs") of Sphere Entertainment Co. (the "Issuer") withheld to satisfy FICA tax withholding obligations arising in connection with the PSUs described in footnote 2 as a result of certain vesting rights contained in the Reporting Person's employment agreement, exempt under Rule 16b-3.
2. Each PSU was granted under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by the Issuer and represents a right to receive one share of the Issuer Class A Common Stock or the cash equivalent thereof.
3. The original filing inadvertently overstated the number of shares of Class A Common Stock beneficially owned following the reported transaction.
/s/ Mark C. Cresitello, Attorney-in-Fact for Andrea Greenberg 08/29/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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