Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Sphere Entertainment Co. - 2023-09-15

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 JAMES LAWRENCE 2. Issuer Name and Ticker or Trading Symbol Sphere Entertainment Co. [ SPHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) Executive Chairman and CEO/Member of 13(d) Group (Last) (First) (Middle) TWO PENNSYLVANIA PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2023 (Street) NEW YORK, NY10121 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 Class A Common Stock 09/15/2023 M 33,947 A $ 0 ( 1 ) 340,784 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 M 11,316 A $ 0 ( 4 ) 352,100 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 M 13,031 A $ 0 ( 5 ) 365,131 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 M 22,993 A $ 0 ( 6 ) 388,124 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 M 5,252 A $ 0 ( 7 ) 393,376 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 M 32,916 A $ 0 ( 8 ) 426,292 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 F( 9 ) 60,978 D $ 37.47 365,314 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 M 39,248 A $ 0 ( 10 ) 404,562 ( 2 ) D ( 3 ) Class A Common Stock 09/15/2023 F( 11 ) 20,036 D $ 37.47 384,526 ( 2 ) D ( 3 ) Class A Common Stock 14,119 I ( 12 ) By Spouse Class A Common Stock 746 I ( 13 ) By Minor Children

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 Restricted Stock Units ( 1 ) 09/15/2023 M 33,947 ( 1 ) 09/15/2023 Class A Common Stock 33,947 $ 0 0 D ( 3 ) Restricted Stock Units ( 4 ) 09/15/2023 M 11,316 ( 4 ) 09/15/2023 Class A Common Stock 11,316 $ 0 0 D ( 3 ) Restricted Stock Units ( 5 ) 09/15/2023 M 13,031 ( 5 ) 09/15/2023 Class A Common Stock 13,031 $ 0 0 D ( 3 ) Restricted Stock Units ( 6 ) 09/15/2023 M 22,993 ( 6 ) 09/15/2024 Class A Common Stock 22,993 $ 0 22,993 D ( 3 ) Restricted Stock Units ( 7 ) 09/15/2023 M 5,252 ( 7 ) 09/15/2024 Class A Common Stock 5,252 $ 0 5,253 D ( 3 ) Restricted Stock Units ( 8 ) 09/15/2023 M 32,916 ( 8 ) 09/15/2025 Class A Common Stock 32,916 $ 0 65,834 D ( 3 ) Performance Restricted Stock Units ( 10 ) 09/15/2023 M 39,248 ( 10 ) 09/15/2023 Class A Common Stock 39,248 $ 0 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOLAN JAMES LAWRENCE TWO PENNSYLVANIA PLAZA NEW YORK, NY10121 X Executive Chairman and CEO Member of 13(d) Group Dolan Kristin A TWO PENNSYLVANIA PLAZA NEW YORK, NY10121 X Signatures James L. Dolan 09/19/2023 Signature of Reporting Person Date /s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan 09/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") was granted on August 26, 2020 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR") (the "MSGN 2010 Employee Stock Plan"), and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The RSUs vested and were settled on September 15, 2023. ( 2 )Includes shares held jointly with spouse. ( 3 )Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) 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. ( 4 )Each RSU was granted on August 26, 2020 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settle on September 15, 2022. The remaining one-third of the RSUs vested and were settled on September 15, 2023. ( 5 )Each RSU was granted on August 25, 2020 under the SPHR 2020 Employee Stock Plan, as amended (the "2020 Employee Stock Plan"), and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settle on September 15, 2022. The remaining one-third of the RSUs vested and were settled on September 15, 2023. ( 6 )Each RSU was granted on August 27, 2021 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. One-third of the RSUs vested and were settled on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024. ( 7 )Each RSU was granted on April 20, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. One-third of the RSUs vested and were settled on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024. ( 8 )Each RSU was granted on August 31, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of 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 are scheduled to vest and settle on September 15, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025. ( 9 )Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 4, 5, 6, 7 and 8, exempt under Rule 16b-3. ( 10 )Each performance restricted stock unit ("PSU") was granted on August 25, 2020 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on September 1, 2023. The PSUs vested and were settled on September 15, 2023. ( 11 )Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 10, exempt under Rule 16b-3. ( 12 )Securities held directly 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 he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities. ( 13 )Persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and this report shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

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).

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