Sec Form 4 Filing - DOLAN CHARLES F @ Madison Square Garden Entertainment Corp. - 2023-04-20

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 CHARLES F
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
_____ Officer (give title below) X __ Other (specify below)
Member of 13(d) Group
(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE, 340 CROSSWAYS PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2023
(Street)
WOODBURY, NY11797
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
Common Stock 04/20/2023 J( 1 ) 1,000 ( 1 ) D 0 ( 1 ) I By Sphere Entertainment Co. and its subsidiaries
Class A Common Stock 04/20/2023 J( 2 ) V 17,773 ( 2 ) A 17,773 ( 3 ) D ( 4 ) ( 5 )
Class A Common Stock 04/20/2023 J( 6 ) V 50,307 ( 6 ) A 50,307 ( 7 ) I ( 5 ) ( 8 ) By CFD 2009 Revocable Trust
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
Class B Common Stock ( 9 ) 04/20/2023 J( 10 ) V 228,992 ( 10 ) ( 9 ) ( 9 ) Class A Common Stock 228,992 ( 10 ) 228,992 ( 7 ) I ( 5 ) ( 8 ) By CFD 2009 Revocable Trust
Class B Common Stock ( 9 ) 04/20/2023 J( 10 ) V 112,692 ( 10 ) ( 9 ) ( 9 ) Class A Common Stock 112,692 ( 10 ) 112,692 ( 7 ) I ( 11 ) ( 12 ) By HAD 2009 Revocable Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN CHARLES F
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY, NY11797
X Member of 13(d) Group
DOLAN HELEN A
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE
WOODBURY, NY11797
Member of 13(d) Group
Signatures
/s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan 04/21/2023
Signature of Reporting Person Date
/s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan 04/21/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") from Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR"), which occurred on April 20, 2023. To effect the spin-off, the issued and outstanding common stock of MSGE was recapitalized into MSGE's Class A common stock ("Class A Common Stock") and Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7, and following such transaction, SPHR distributed Class A Common Stock and Class B Common Stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9.
( 2 )Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2023 Stock Plan for Non-Employee Directors.
( 3 )Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. Includes shares of SPHR Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rules 16a-9 and 16b-3.
( 4 )Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan.
( 5 )Helen A. Dolan disclaims beneficial ownership of these securities 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.
( 6 )Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
( 7 )Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13.
( 8 )Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
( 9 )Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
( 10 )Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
( 11 )Helen A. Dolan is a co-trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.
( 12 )Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

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