Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Madison Square Garden Entertainment Corp. - 2020-05-01

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) 05/01/2020 (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

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) $ 94.56 ( 1 ) ( 2 ) 05/01/2020 J( 1 )( 2 ) V 125,015 ( 3 ) ( 4 ) 04/03/2026 Class A Common Stock 125,015 $ 0 125,015 D ( 5 ) Options (Right to Buy) $ 104.02 ( 1 ) ( 2 ) 05/01/2020 J( 1 )( 2 ) V 144,245 ( 3 ) ( 4 ) 04/03/2026 Class A Common Stock 144,245 $ 0 144,245 D ( 5 ) Options (Right to Buy) $ 118.21 ( 1 ) ( 2 ) 05/01/2020 J( 1 )( 2 ) V 179,732 ( 3 ) ( 4 ) 04/03/2026 Class A Common Stock 179,732 $ 0 179,732 D ( 5 )

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 /s/ James L. Dolan 05/04/2020 Signature of Reporting Person Date /s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 05/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Distribution (as defined below), all outstanding options (each, an "original MSGS option") held by the Reporting Person to purchase shares of Class A Common Stock of Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company and referred to herein as "MSGS") were adjusted pursuant to the anti-dilution provisions of the MSGS 2015 Employee Stock Plan such that the Reporting Person received one option to purchase shares of Class A Common Stock of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc. and referred to herein as "MSGE") for each original MSGS option held at the time of the Distribution. ( 2 )The exercise price was determined by allocating the exercise price for the original MSGS option under the MSGS 2015 Employee Stock Plan between the original MSGS and the newly granted MSGE option based upon the volume weighted average prices of the MSGS Class A Common Stock and the MSGE Class A Common Stock over the ten trading days immediately following the distribution by MSGS of all of the 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 original MSGS 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 2020 Employee Stock Plan, in a transaction exempt under Rules 16a-9 and 16b-3. ( 4 )Pursuant to the terms of the Reporting Person's original MSGS options award dated October 3, 2018, one-fourth of the MSGE award vested and was fully exercisable as of the date of this filing, and three-fourths of the MSGE award will vest in equal increments on each of September 15, 2020, September 15, 2021 and September 15, 2022. ( 5 )Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan 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.

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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