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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance Restricted Stock Units | (1) | 03/27/2024 | A | 84,736(2) | (3) | (3) | Class A Common Stock | 84,736 | (2) | 84,736 | D(4) | ||||
Performance Restricted Stock Units | (1) | 03/27/2024 | A | 98,750(5) | (6) | (6) | Class A Common Stock | 98,750 | (5) | 98,750 | D(4) | ||||
Performance Restricted Stock Units | (1) | 03/27/2024 | A | 80,689(7) | (8) | (8) | Class A Common Stock | 80,689 | (7) | 80,689 | D(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each performance restricted stock unit ("PSU") represents a right to receive one share of Sphere Entertainment Co. (the "Issuer") Class A Common Stock or the cash equivalent thereof. |
2. Represents PSUs granted on August 27, 2021 and April 20, 2022 that are no longer subject to performance-based vesting requirements as a result of the decision by the Compensation Committee of the Board of Directors of the Issuer to deem such PSUs earned at 100% of target. |
3. The PSUs are scheduled to vest and settle on September 15, 2024. |
4. 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. |
5. Represents PSUs granted on August 31, 2022 that are no longer subject to performance-based vesting requirements as a result of the decision by the Compensation Committee of the Board of Directors of the Issuer to deem such PSUs earned at 100% of target. |
6. The PSUs are scheduled to vest and settle on September 15, 2025. |
7. Represents PSUs granted on September 1, 2023 that are no longer subject to performance-based vesting requirements as a result of the decision by the Compensation Committee of the Board of Directors of the Issuer to deem such PSUs earned at 100% of target. |
8. The PSUs are scheduled to vest and settle on September 15, 2026. |
/s/ James L. Dolan | 03/29/2024 | |
/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan | 03/29/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |