Sphere Entertainment (SPHR) Form 4 Sphere Entertainment / JAMES LAWRENCE DOLAN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/11/2024		M		184,150	A	$47.87	814,345(1)	D(2)
Class A Common Stock								14,119	I(3)	By Spouse
Class A Common Stock								746	I(4)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Options (Rights to Buy)	$47.87	03/11/2024		M			184,150	(5)	03/15/2024	Class A Common Stock	184,150	$0	0	D(2)

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dolan Kristin A

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

Explanation of Responses:

1. Includes shares held jointly with spouse.

2. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities in which she has a direct pecuniary interest) 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.

3. 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 he is, for purposes of Section 16 or for any other purpose, the beneficial owner ofsuch securities.

4. Persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and this report shall not be deemed an admission thatReporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

5. The options were fully vested on the date of the exercise.

	/s/ James L. Dolan	03/13/2024
	/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan	03/13/2024
	** Signature of Reporting Person	Date
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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