Sec Form 4 Filing - Sphere Entertainment Co. @ Madison Square Garden Entertainment Corp. - 2023-08-09

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 Sphere Entertainment Co. 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO PENNSYLVANIA PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2023 (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 Class A Common Stock, par value $0.01 per share 08/09/2023 J( 1 )( 2 ) 1,922,750 D $ 34.0718 ( 3 ) 8,221,188 I ( 1 ) ( 2 ) By Subsidiary ( 1 ) ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sphere Entertainment Co. TWO PENNSYLVANIA PLAZA NEW YORK, NY10121 X Signatures /s/ Mark C. Cresitello, Secretary of Sphere Entertainment Co. 08/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person and MSG Entertainment Holdings, LLC (the "Lender"), a subsidiary of Madison Square Garden Entertainment Corp. (the "Issuer"), are parties to a certain Delayed Draw Term Loan Credit Agreement, dated as of April 20, 2023 (the "Credit Agreement"), pursuant to which the Lender has agreed to provide the Reporting Person with a delayed draw term loan facility (the "DDTL Facility") of up to $65,000,000. Pursuant to the terms of the Credit Agreement, the Reporting Person has the right to make all or a portion of any payments on the DDTL Facility by delivering shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of the Issuer. ( 2 )On July 14, 2023, the Reporting Person borrowed an aggregate principal amount of $65,000,000 from the Lender under the DDTL Facility. On August 9, 2023, Sphere Entertainment Group, LLC, a direct subsidiary of the Reporting Person and the direct holder of the Class A Common Stock, delivered 1,922,750 shares of the Class A Common Stock to the Lender as payment for the outstanding principal of the DDTL Facility and all accrued interest and fees thereon. ( 3 )The price of the Class A Common Stock for purposes of repayment of the DDTL Facility was $34.0718 per share, which is based on a twenty-day dollar volume-weighted average price on the day prior to July 26, 2023.

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).

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