Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Madison Square Garden Entertainment Corp. - 2020-08-25

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 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)
08/25/2020
(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
Class A Common Stock 08/25/2020 A 17,473 A $ 0 ( 1 ) 185,254 ( 2 ) D ( 3 )
Class A Common Stock 08/25/2020 A 1,420 A $ 0 ( 4 ) 186,674 ( 2 ) D ( 3 )
Class A Common Stock 08/25/2020 F( 5 ) 7,243 D $ 71 179,431 ( 2 ) D ( 3 )
Class A Common Stock 10,195 I ( 6 ) By Spouse
Class A Common Stock 491 I ( 7 ) 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 Deriv ative 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 Unit ( 8 ) 08/25/2020 A 39,091 ( 9 ) 09/15/2023 Class A Common Stock 39,091 $ 0 39,091 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
/s/ James L. Dolan 08/27/2020
Signature of Reporting Person Date
/s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 08/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance stock unit ("PSU") was granted on April 17, 2020 under the Madison Square Garden Entertainment Corp. ("MSGE") 2020 Employee Stock Plan (the "2020 Employee Stock Plan") in respect of a PSU granted by Madison Square Garden Sports Corp. ("MSGS") on August 30, 2017. The PSUs vested on August 25, 2020 upon the achievement of performance criteria established by MSGS at the time of the grant of the MSGS PSU.
( 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 the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
( 4 )Each PSU was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of a PSU granted by MSGS on October 3, 2018. The PSUs vested on August 25, 2020 upon the achievement of performance criteria established by MSGS at the time of the grant of the MSGS PSU.
( 5 )Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnotes 1 and 4 above, exempt under Rule 16b-3.
( 6 )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 Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
( 7 )Reporting Persons disclaim beneficial ownership of all securities of MSGE beneficially owned and deemed to be beneficially owned by their minor children and this filing 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.
( 8 )Each restricted stock unit ("RSU") 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.
( 9 )The RSUs will vest and settle in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023.

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