Executive Chairman & CEO Dolan James Lawrence converted options into 179,490 shares and covered exercise/tax liability with 91,627 shares, increasing direct ownership by 57% to 243,006 units (SEC Form 4)
$MSGE
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Entertainment Corp. [ MSGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/13/2024 | M | 22,993 | A | $0(1) | 178,136(9) | D | |||
| Class A Common Stock | 09/13/2024 | M | 5,253 | A | $0(2) | 183,389(9) | D | |||
| Class A Common Stock | 09/13/2024 | M | 32,917 | A | $0(3) | 216,306(9) | D | |||
| Class A Common Stock | 09/13/2024 | M | 31,133 | A | $0(4) | 247,439(9) | D | |||
| Class A Common Stock | 09/13/2024 | F(5) | 47,115 | D | $40.29 | 200,324(9) | D | |||
| Class A Common Stock | 09/13/2024 | M | 70,980(6) | A | $0 | 271,304(9) | D | |||
| Class A Common Stock | 09/13/2024 | M | 16,214(7) | A | $0 | 287,518(9) | D | |||
| Class A Common Stock | 09/13/2024 | F(8) | 44,512 | D | $40.29 | 243,006(9) | D | |||
| Class A Common Stock | 26,320 | I | By Spouse(10) | |||||||
| Class A Common Stock | 746 | I | By Minor Children(11) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 09/13/2024 | M | 22,993 | (1) | 09/13/2024 | Class A Common Stock | 22,993 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 09/13/2024 | M | 5,253 | (2) | 09/15/2025 | Class A Common Stock | 5,253 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 09/13/2024 | M | 32,917 | (3) | 09/15/2025 | Class A Common Stock | 32,917 | $0 | 32,917 | D | ||||
| Restricted Stock Units | (4) | 09/13/2024 | M | 31,133 | (4) | 09/15/2026 | Class A Common Stock | 31,133 | $0 | 62,267 | D | ||||
| Performance Restricted Stock Units | (6) | 09/13/2024 | M | 70,980 | (6) | 09/13/2024 | Class A Common Stock | 70,980 | $0 | 0 | D | ||||
| Performance Restricted Stock Units | (7) | 09/13/2024 | M | 16,214 | (7) | 09/13/2024 | Class A Common Stock | 16,214 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit ("RSU") was granted on April 20, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Employee Stock Plan (the "2023 Employee Stock Plan") in respect of an RSU granted by Sphere Entertainment Co. ("SPHR") on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaning one-half of the RSUs vested and were settled on September 13, 2024. |
| 2. Each RSU was granted on April 20, 2023 under the 2023 Stock Plan in respect of an RSU granted by SPHR on April 20, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaning one-half of the RSUs vested and were settled on September 13, 2024. |
| 3. Each RSU was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an RSU granted by SPHR on August 31, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025. |
| 4. Each RSU was granted on September 1, 2023 under the 2023 Employee Stock Plan and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2024. One-third of the RSUs are scheduled to vest and settle on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026. |
| 5. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 2, 3 and 4 above, exempt under Rule 16b-3. |
| 6. Each performance restricted stock unit ("PSU") was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a PSU granted by SPHR on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2024 and the PSUs vested and were settled on September 13, 2024. |
| 7. Each PSU was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a PSU granted by SPHR on April 20, 222, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2024 and the PSUs vested and were settled on September 13, 2024. |
| 8. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnotes 6 and 7 above, exempt under Rule 16b-3. |
| 9. Includes shares held jointly with spouse. |
| 10. Securities held by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 11. Mr. Dolan disclaims beneficial ownership of all securities of MSGE benificially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| /s/ James L. Dolan | 09/17/2024 | |
| ** 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. | ||