Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Madison Square Garden Entertainment Corp. - 2020-10-08

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)
10/08/2020
(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 ) 10/08/2020 D 125,015 ( 2 ) 04/03/2026 Class A Common Stock 125,015 ( 1 ) 0 D ( 3 )
Options (Right to Buy) $ 104.02 ( 1 ) 10/08/2020 D 144,245 ( 2 ) 04/03/2026 Class A Common Stock 144,245 ( 1 ) 0 D ( 3 )
Options (Right to Buy) $ 118.21 ( 1 ) 10/08/2020 D 179,732 ( 2 ) 04/03/2026 Class A Common Stock 179,732 ( 1 ) 0 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 10/09/2020
Signature of Reporting Person Date
/s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan 10/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Dolan voluntarily relinquished the awards of stock options in connection with the effective date of a settlement (the "Settlement") of a derivative action filed by a purported stockholder of Madison Square Garden Sports Corp. ("MSGS") in connection with certain compensation packages for Mr. Dolan. Mr. Dolan entered into the Settlement solely because it will eliminate the distraction, burden, delay and expense of further litigation involving the claims to be released in the Settlement and will permit Madison Square Garden Entertainment Corp. (the "Company") to operate without further distraction to and diversion of its directors and executives with respect to the action or similar claims, especially as the Company focuses on operating as a standalone public company and on significant strategic initiatives.
( 2 )The options were originally scheduled to vest in four equal installments on September 15, 2019, September 15, 2020, September 15, 2021 and September 15, 2022.
( 3 )Securities were held directly by James L. Dolan, Kristin A. Dolan's spouse or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaimed 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.

Remarks:
Mr. Dolan also voluntarily relinquished the award of performance stock units granted by the Company in connection with the distribution of the Company's common stock to the stockholders of MSGS in respect of the MSGS performance stock units with a grant date fair value of $10 million in connection with the Settlement. See also note 3.

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