Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ 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 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 / CEO/Member of 13(d) Group
(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2023
(Street)
NEW YORK, NY10121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 306,837 ( 2 ) A 306,837 ( 3 ) ( 4 ) D
Class A Common Stock 04/20/2023 J( 5 ) V 14,119 ( 5 ) A 14,119 ( 3 ) I ( 6 ) ( 7 ) By Spouse
Class A Common Stock 04/20/2023 J( 8 ) V 12,201 ( 8 ) A 26,320 ( 9 ) I ( 6 ) ( 7 ) By Spouse
Class A Common Stock 04/20/2023 J( 5 ) V 746 ( 5 ) A 746 ( 3 ) I ( 10 ) 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 Units ( 11 ) 04/20/2023 J( 12 ) V 58,294 ( 12 ) ( 13 ) 09/15/2023 Class A Common Stock 58,294 ( 12 ) $ 0 58,294 ( 12 ) D
Restricted Stock Units ( 11 ) 04/20/2023 J( 12 ) V 56,491 ( 12 ) ( 14 ) 09/15/2024 Class A Common Stock 56,491 ( 12 ) $ 0 56,491 ( 12 ) D
Restricted Stock Units ( 11 ) 04/20/2023 J( 12 ) V 98,750 ( 12 ) ( 15 ) 09/15/2025 Class A Common Stock 98,750 ( 12 ) $ 0 98,750 ( 12 ) D
Class B Common Stock ( 16 ) 04/20/2023 J( 16 ) V 224,636 ( 16 ) ( 17 ) ( 17 ) Class A Common Stock 224,636 ( 16 ) 224,636 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN JAMES LAWRENCE
TWO PENNSYLVANIA PLAZA
NEW YORK, NY10121
X Executive Chairman / CEO Member of 13(d) Group
Signatures
/s/ James L. 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 in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
( 3 )Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13.
( 4 )Includes 631 shares held jointly with spouse.
( 5 )Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
( 6 )Securities held directly by Reporting Person's spouse and indirectly by Reporting Person.
( 7 )Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
( 8 )Represents Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9.
( 9 )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 the Reporting Person's spouse in connection with the Distribution, in an exempt transaction under Rules 16a-9.
( 10 )The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by his minor children, and this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
( 11 )Each restricted stock unit ("RSU") is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.
( 12 )Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU.
( 13 )Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 25, 2020 and August 26, 2020, the RSUs are scheduled to vest and settle on September 15, 2023.
( 14 )Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 27, 2021 and April 20, 2022, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2023 and September 15, 2024.
( 15 )Pursuant to the terms of Reporting Person's SPHR RSU award dated August 31, 2022, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2023, September 15, 2024 and September 15, 2025.
( 16 )Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
( 17 )MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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