Sec Form 4 Filing - DOLAN CHARLES F @ Madison Square Garden Entertainment Corp. - 2020-04-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DOLAN CHARLES F 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) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 13(d) Group (Last) (First) (Middle) C/O DOLAN FAMILY OFFICE, 340 CROSSWAYS PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2020 (Street) WOODBURY, NY11797 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 04/17/2020 J( 1 ) 1,000 D 0 I ( 2 ) By Madison Square Garden Sports Corp. and its subsidiaries Class A Common Stock 04/17/2020 J( 3 ) V 2,591 ( 3 ) A 2,591 ( 4 ) D ( 5 ) ( 6 ) Class A Common Stock 04/17/2020 J( 7 ) V 33,572 ( 7 ) A 33,572 ( 8 ) I ( 6 ) ( 9 ) By CFD 2009 Revocable Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Common Stock ( 10 ) 04/17/2020 J( 11 ) V 56,637 ( 11 ) ( 10 ) ( 10 ) Class A Common Stock 56,637 ( 11 ) 56,637 ( 8 ) I ( 6 ) ( 12 ) By CFD 2018 GRAT #1M Class B Common Stock ( 10 ) 04/17/2020 J( 11 ) V 56,056 ( 11 ) ( 10 ) ( 10 ) Class A Common Stock 56,056 ( 11 ) 56,056 ( 8 ) I ( 6 ) ( 13 ) By CFD 2019 GRAT #1M Class B Common Stock ( 10 ) 04/17/2020 J( 11 ) V 56,636 ( 11 ) ( 10 ) ( 10 ) Class A Common Stock 56,636 ( 11 ) 56,636 ( 8 ) I ( 14 ) ( 15 ) By HAD 2018 GRAT #1M Class B Common Stock ( 10 ) 04/17/2020 J( 11 ) V 56,056 ( 11 ) ( 10 ) ( 10 ) Class A Common Stock 56,056 ( 11 ) 56,056 ( 8 ) I ( 14 ) ( 16 ) By HAD 2019 GRAT #1M

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOLAN CHARLES F C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY11797 X X Member of 13(d) Group DOLAN HELEN A C/O DOLAN FAMILY OFFICE 340 CROSSWAYS PARK DRIVE WOODBURY, NY11797 X Member of 13(d) Group Signatures /s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan 04/20/2020 Signature of Reporting Person Date /s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan 04/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc., and referred to herein as "MSGE") from Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company, and referred to herein as "MSGS"), which occurred on April 17, 2020. To effect the spin-off, the issued and outstanding common stock of MSGE of 1,000 shares of common stock was recapitalized into 19,461,991 shares of MSGE's Class A common stock and 4,529,517 shares of MSGE's Class B common stock in a transaction exempt under Rule 16b-7. MSGS distributed all of the outstanding MSGE common stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. As a result of the Distribution, MSGS no longer beneficially owns any shares of MSGE and consequently is no longer subject to the requirements of Section 16 of the the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to MSGE. ( 2 )The Reporting Persons are members of a "group" with respect to certain securities of MSGS for purposes of Section 13(d) of the Exchange Act. As such, the Reporting Persons may have been deemed to beneficially own MSGE shares held directly by MSGS and its subsidiaries. ( 3 )Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution pursuant to vested MSGS restricted stock units, in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2020 Stock Plan for Non-Employee Directors. ( 4 )Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13. Includes shares of MSGS Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rules 16a-9 and 16b-3. ( 5 )Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan. ( 6 )Helen A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. ( 7 )Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3. ( 8 )Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13. ( 9 )Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. ( 10 )MSGE Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock (the "Class A Common Stock"). ( 11 )Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. ( 12 )These securities are owned solely by the Charles F. Dolan 2018 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust. ( 13 )These securities are owned solely by the Charles F. Dolan 2019 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust. ( 14 )Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities. ( 15 )These securities are owned solely by the Helen A. Dolan 2018 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust. ( 16 )These securities are owned solely by the Helen A. Dolan 2019 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.

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.