Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Madison Square Garden Entertainment Corp. - 2020-09-15

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)
09/15/2020
(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 09/15/2020 M 4,070 A $ 0 ( 1 ) 186,719 ( 2 ) D ( 3 )
Class A Common Stock 09/15/2020 M 812 A $ 0 ( 4 ) 187,531 ( 2 ) D ( 3 )
Class A Common Stock 09/15/2020 M 5,399 A $ 0 ( 5 ) 192,930 ( 2 ) D ( 3 )
Class A Common Stock 09/15/2020 F( 6 ) 5,033 D $ 75.76 187,897 ( 2 ) D ( 3 )
Class A Common Stock 10,195 I ( 7 ) By Spouse
Class A Common Stock 491 I ( 8 ) 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 Unit ( 1 ) 09/15/2020 M 4,070 ( 1 ) 09/15/2021 Class A Common Stock 4,070 $ 0 4,071 D ( 3 )
Restricted Stock Units ( 4 ) 09/15/2020 M 812 ( 4 ) 09/15/2021 Class A Common Stock 812 $ 0 812 D ( 3 )
Restricted Stock Unit ( 5 ) 09/15/2020 M 5,399 ( 5 ) 09/15/2022 Class A Common Stock 5,399 $ 0 10,798 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 09/17/2020
Signature of Reporting Person Date
/s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 09/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") 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 an RSU granted by Madison Square Garden Sports Corp. ("MSGS") on August 29, 2018 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. Half of the RSUs vested and were settled on September 15, 2020. The remaining RSUs will vest and settle on September 15, 2021.
( 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 RSU was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of an RSU granted by MSGS on October 3, 2018 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. Half of the RSUs vested and were settled on September 15, 2020. The remaining RSUs will vest and settle on September 15, 2021.
( 5 )Each RSU was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of an RSU granted by MSGS on August 29, 2019 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, 2020. The remaining two-thirds of the RSUs will vest and settle in two equal installments on September 15, 2021 and September 15, 2022.
( 6 )Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 4 and 5 above, exempt under Rule 16b-3.
( 7 )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.
( 8 )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.

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