| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $.01 per share |
| (b) | Name of Issuer:
Sphere Entertainment Co. |
| (c) | Address of Issuer's Principal Executive Offices:
TWO PENNSYLVANIA PLAZA, NEW YORK,
NEW YORK
, 10121. |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the "Group Members") who may be deemed to beneficially own all of the shares of Class B Common Stock of Sphere Entertainment Co., formerly Madison Square Garden Entertainment Corp. (the "Issuer"), par value $0.01 per share (the "Class B Common Stock"), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $0.01 per share (the "Class A Common Stock," and together with the Class B Common Stock, the "Common Stock"), and a certain number of shares of Class A Common Stock, in each case as described herein, and (ii) certain trustees of such Group Members (the persons referred to in clauses (i) and (ii) collectively, the "Reporting Persons") to, among other things, report changes to the Reporting Persons' beneficial ownership of Class A Common Stock as a result of certain matters described in Item 4.
The Schedule 13D (the "Schedule") filed by the original Reporting Persons on April 24, 2020 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 filed on March 30, 2021 ("Amendment No. 1"), Amendment No. 2 filed on July 14, 2021 ("Amendment No. 2") and Amendment No. 3 filed on March 1, 2024 ("Amendment No. 3"), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4. |
| Item 2. | Identity and Background |
|
| (a) | The disclosure in Item 2(a) is hereby amended to read in its entirety as follows:
(a) The names of the Reporting Persons who are Group Members are: James L. Dolan; Thomas C. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the "Dolan Children Trusts" and individually, a "Dolan Children Trust"), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; the Dolan Children Trust FBO Kathleen M. Dolan; the Dolan Children Trust FBO Marianne Dolan Weber; the Dolan Children Trust FBO Deborah Dolan-Sweeney; the Dolan Children Trust FBO James L. Dolan; the Dolan Children Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; the Ryan Dolan 1989 Trust; the Tara Dolan 1989 Trust; and the Charles F. Dolan 2009 Revocable Trust (the "CFD 2009 Trust"). The Reporting Persons also include Corby Dolan Leinauer, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the "2009 Family Trusts" and individually, a "2009 Family Trust"), Mary S. Dolan, as a Trustee of the Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts, and Paul J. Dolan, as a Trustee of the Dolan Children Trusts FBO Kathleen M. Dolan and James L. Dolan. Charles F. Dolan passed away on December 28, 2024 and is no longer a Group Member. |
| (b) | The disclosure in Item 2(b) is hereby amended to remove information related to Charles F. Dolan. |
| (c) | The disclosure in Item 2(c) is hereby amended to remove information related to Charles F. Dolan. |
| (d) | See the Original Schedule 13D, as amended. |
| (e) | See the Original Schedule 13D, as amended. |
| (f) | See the Original Schedule 13D, as amended. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The disclosure in Item 3 is hereby amended by adding the following at the end thereof:
The information contained in Item 4 of this Amendment No. 4 is incorporated by reference. |
| Item 4. | Purpose of Transaction |
| | The disclosure in Item 4 is hereby amended by adding the following at the end thereof:
Charles F. Dolan passed away on December 28, 2024. As a result, as described in Exhibit A to Amendment No. 3, each child of Charles F. Dolan has the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to the 2009 Family Trust for his or her benefit. Accordingly, James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney may each be deemed to beneficially own the shares owned of record by the 2009 Family Trust for his or her benefit (as reflected in Items 7 through 13 of each such person's cover page to this Amendment No. 4). Each of them disclaims beneficial ownership of the shares of Class A Common Stock and shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trust for his or her benefit. Further, Brian G. Sweeney may be deemed to beneficially own the shares owned of record by the 2009 Family Trust for the benefit of his spouse, Deborah A. Dolan-Sweeney, and he disclaims beneficial ownership of the shares of Class A Common Stock and shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trust for the benefit of his spouse.
On March 4 2024, Mr. James Dolan purchased an aggregate of 110,156 shares of Class A Common Stock for investment purposes with personal funds. The aggregate purchase price of the shares of was $5,164,267.50, including brokerage commissions. On March 11, 2024, Mr. James Dolan exercised options to purchase 184,150 shares of Class A Common Stock for investment purposes with personal funds. The aggregate exercise price of the options was $8,815,260.50. On September 13, 2024, Mr. James Dolan acquired 84,587 shares of Class A Common Stock following the vesting and settlement of restricted stock units and performance restricted stock units granted to him. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The disclosure in Item 5(a) and (b) is hereby amended and supplemented as follows:
(a) and (b) As of December 31, 2024, the Group Members may be deemed to beneficially own an aggregate of 8,829,140 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,962,386 shares of Class A Common Stock (inclusive of exercisable options and shares held by the Dolan Family Foundation, for which certain Group Members serve as a director), and (ii) 6,866,754 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 24.4% of the total shares of the Issuer's common stock deemed to be currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,866,754 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders' Agreement (as previously defined in the Schedule 13D). Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 58,744 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that each such person is the beneficial owner of such securities.
The percentages used herein with respect to the ownership of Class A Common Stock are calculated based on 28,926,507 outstanding shares of Class A Common Stock as of October 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 12, 2024.
The information contained in Item 4 of this Amendment No. 4 is incorporated by reference.
See the responses to Items 7 through 13 of each cover page to this Amendment No. 4, which are incorporated by reference and provide updated information about the Reporting Persons' beneficial ownership as of December
31, 2024. |
| (b) | See Item 5(a) above |
| (c) | Not applicable. |
| (d) | See the Original Schedule 13D, as amended. |
| (e) | None, except as described herein. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | See the Original Schedule 13D, as amended. |
| Item 7. | Material to be Filed as Exhibits. |
| | The disclosure in Item 7 is hereby amended by adding the following Exhibit B.4 in appropriate numerical order:
Exhibit B.4: Joint Filing Agreement, dated December 31, 2024 |
(a)