Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Madison Square Garden Entertainment Corp. - 2023-05-04

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 Madison Square Garden Entertainment Corp. [ MSGE] 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) 05/04/2023 (Street) NEW YORK, NY10121 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

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 Options (Right to Buy) $ 55.69 ( 1 ) ( 2 ) 05/04/2023 J( 1 )( 2 ) 184,150 ( 3 ) ( 4 ) 03/15/2024 Class A Common Stock 184,150 $ 0 184,150 D Options (Right to Buy) $ 67.54 ( 1 ) ( 2 ) 05/04/2023 J( 1 )( 2 ) 146,349 ( 3 ) ( 4 ) 03/01/2025 Class A Common Stock 146,349 $ 0 146,349 D Options (Right to Buy) $ 78.32 ( 1 ) ( 2 ) 05/04/2023 J( 1 )( 2 ) 108,630 ( 3 ) ( 4 ) 02/25/2026 Class A Common Stock 108,630 $ 0 108,630 D Options (Right to Buy) $ 44.78 ( 1 ) ( 2 ) 05/04/2023 J( 1 )( 2 ) 191,110 ( 3 ) ( 4 ) 02/26/2027 Class A Common Stock 191,110 $ 0 191,110 D

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 Signatures /s/ James L. Dolan 05/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Distribution (as defined below), all outstanding options (each, a "SPHR option") held by the Reporting Person to purchase shares of Class A Common Stock of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as "SPHR") were adjusted pursuant to the anti-dilution provisions of the SPHR 2020 Employee Stock Plan, as amended, such that the Reporting Person received one option to purchase shares of Class A Common Stock of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc. and referred to herein as "MSGE") for each SPHR option held at the time of the Distribution. ( 2 )The exercise price was determined by allocating the exercise price for the SPHR option under the SPHR 2020 Employee Stock Plan, as amended, between the outstanding SPHR option and the newly granted MSGE option based upon the volume weighted average prices of the SPHR Class A Common Stock and the MSGE Class A Common Stock over the ten trading days immediately following the distribution by SPHR of outstanding common stock of MSGE to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3. Such adjustments were designed to preserve the value associated with the SPHR option prior to the Distribution. ( 3 )Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Distribution and granted pursuant to the MSGE 2023 Employee Stock Plan in a transaction exempt under Rules 16a-9 and 16b-3. ( 4 )Pursuant to the terms of the Reporting Person's SPHR options award, the entire award had vested and was fully exercisable as of the date of this filing.

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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