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

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
DOLAN KATHLEEN MARGARET
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)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 13(d) Group
(Last) (First) (Middle)
C/O RICHARD BACCARI, MLC VENTURES LLC, PO BOX 1014
3. Date of Earliest Transaction (MM/DD/YY)
04/17/2020
(Street)
YORKTOWN HEIGHTS, NY10598
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 1,568 ( 3 ) A 1,568 ( 4 ) D
Class A Common Stock 04/17/2020 J( 3 ) V 616 ( 3 ) A 616 ( 4 ) I ( 5 ) By Children
Class A Common Stock 04/17/2020 J( 3 ) V 90,406 ( 3 ) A 90,406 ( 4 ) I ( 6 ) By Trusts
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 ( 7 ) 04/17/2020 J( 8 ) V 1,822,898 ( 8 ) ( 7 ) ( 7 ) Class A Common Stock 1,822,898 ( 8 ) ( 8 ) 1,822,898 I ( 6 ) By Trusts
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN KATHLEEN MARGARET
C/O RICHARD BACCARI
MLC VENTURES LLC, PO BOX 1014
YORKTOWN HEIGHTS, NY10598
Member of 13(d) Group
Signatures
/s/ Richard Baccari, as Attorney-in-Fact for Kathleen M. 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 Person is a member of a "group" with respect to certain securities of MSGS for purposes of Section 13(d) of the Exchange Act. As such, the Reporting Person may have been deemed to beneficially own MSGE shares held directly by MSGS and its subsidiaries.
( 3 )Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
( 4 )Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13.
( 5 )The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by the Reporting Person as custodian for her children, and this filing shall not be deemed an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
( 6 )Reflects securities held by trusts for which the Reporting Person serves as co-trustee. The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by the trusts, and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
( 7 )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").
( 8 )Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.

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