Sec Form 4 Filing - D'Ambrosio Philip Gerard @ 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

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1. Name and Address of Reporting Person D'Ambrosio Philip Gerard 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 X __ Officer (give title below) _____ Other (specify below) SVP, Treasurer and Secretary (Last) (First) (Middle) TWO PENNSYLVANIA PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2020 (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 Class A Common Stock, par value $0.01 04/17/2020 J( 1 ) 3,302 ( 1 ) A $ 0 3,302 ( 1 ) D

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 ( 2 ) 04/17/2020 J( 2 ) 584 ( 2 ) ( 3 ) 08/30/2020 Class A Common Stock 584 $ 0 584 ( 2 ) D Restricted Stock Units ( 2 ) 04/17/2020 J( 2 ) 871 ( 2 ) ( 4 ) 09/15/2021 Class A Common Stock 871 $ 0 871 ( 2 ) D Restricted Stock Units ( 2 ) 04/17/2020 J( 2 ) 1,440 ( 2 ) ( 5 ) 09/15/2022 Class A Common Stock 1,440 $ 0 1,440 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other D'Ambrosio Philip Gerard TWO PENNSYLVANIA PLAZA NEW YORK, NY10121 SVP, Treasurer and Secretary Signatures /s/ Emma Y. Barnett, Attorney-in-Fact for Philip G. D'Ambrosio 04/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class A Common Stock received by the Reporting Person in connection with the distribution by Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company, and referred to herein as "MSGS") of all of the outstanding common stock of Madison Square Garden Entertainment Corp. (formerly, MSG Entertainment Spinco, Inc. and referred to herein as "MSGE") to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3. ( 2 )Represents restricted stock units ("RSUs") received by the Reporting Person in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-3 and 16b-6. The Reporting Person received one MSGE RSU in respect of every one MSGS RSU. Each RSU is granted under the MSGE 2020 Employee Stock Plan and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. ( 3 )Pursuant to the terms of the Reporting Person's MSGS RSU award dated August 30, 2017, 584 RSUs will vest and settle on August 30, 2020. ( 4 )Pursuant to the terms of the Reporting Person's MSGS RSU awards dated August 29, 2018 and May 24, 2019, 871 RSUs will vest and settle in two equal installments on September 15, 2020 and September 15, 2021. ( 5 )Pursuant to the terms of the Reporting Person's MSGS RSU award dated August 29, 2019, 1,440 RSUs will vest and settle in three equal installments on September 15, 2020, September 15, 2021 and September 15, 2022.

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).

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