Sphere Entertainment Form 4 Madison Square Garden Entertainment / CHARLES F 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 CHARLES F

(Last)

(First)

(Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY

11797

(City)

(State)

(Zip)

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2020		J⁽¹⁾		1,000	D	⁽¹⁾	0	I⁽²⁾	By Madison Square Garden Sports Corp. and its subsidiaries
Class A Common Stock	04/17/2020		J⁽³⁾	V	2,591⁽³⁾	A	⁽³⁾	2,591⁽⁴⁾	D⁽⁵⁾⁽⁶⁾
Class A Common Stock	04/17/2020		J⁽⁷⁾	V	33,572⁽⁷⁾	A	⁽⁷⁾	33,572⁽⁸⁾	I⁽⁶⁾⁽⁹⁾	By CFD 2009 Revocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁰⁾	04/17/2020		J⁽¹¹⁾	V	56,637⁽¹¹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	56,637	⁽¹¹⁾	56,637⁽⁸⁾	I⁽⁶⁾⁽¹²⁾	By CFD 2018 GRAT #1M
Class B Common Stock	⁽¹⁰⁾	04/17/2020		J⁽¹¹⁾	V	56,056⁽¹¹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	56,056	⁽¹¹⁾	56,056⁽⁸⁾	I⁽⁶⁾⁽¹³⁾	By CFD 2019 GRAT #1M
Class B Common Stock	⁽¹⁰⁾	04/17/2020		J⁽¹¹⁾	V	56,636⁽¹¹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	56,636	⁽¹¹⁾	56,636⁽⁸⁾	I⁽¹⁴⁾⁽¹⁵⁾	By HAD 2018 GRAT #1M
Class B Common Stock	⁽¹⁰⁾	04/17/2020		J⁽¹¹⁾	V	56,056⁽¹¹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	56,056	⁽¹¹⁾	56,056⁽⁸⁾	I⁽¹⁴⁾⁽¹⁶⁾	By HAD 2019 GRAT #1M

1. Name and Address of Reporting Person^*

DOLAN CHARLES F

(Last)

(First)

(Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY

11797

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DOLAN HELEN A

(Last)

(First)

(Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY

11797

(City)

(State)

(Zip)

Explanation of Responses:

1. Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc., and referred to herein as "MSGE") from Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company, and referred to herein as "MSGS"), which occurred on April 17, 2020. To effect the spin-off, the issued and outstanding common stock of MSGE of 1,000 shares of common stock was recapitalized into 19,461,991 shares of MSGE's Class A common stock and 4,529,517 shares of MSGE's Class B common stock in a transaction exempt under Rule 16b-7. MSGS distributed all of the outstanding MSGE common stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. As a result of the Distribution, MSGS no longer beneficially owns any shares of MSGE and consequently is no longer subject to the requirements of Section 16 of the the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to MSGE.

2. The Reporting Persons are members of a "group" with respect to certain securities of MSGS for purposes of Section 13(d) of the Exchange Act. As such, the Reporting Persons may have been deemed to beneficially own MSGE shares held directly by MSGS and its subsidiaries.

3. Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution pursuant to vested MSGS restricted stock units, in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2020 Stock Plan for Non-Employee Directors.

4. Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13. Includes shares of MSGS Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rules 16a-9 and 16b-3.

5. Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan.

6. Helen A. Dolan disclaims beneficial ownership of these securities 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.

7. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.

8. Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13.

9. Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.

10. MSGE Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock (the "Class A Common Stock").

11. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.

12. These securities are owned solely by the Charles F. Dolan 2018 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust.

13. These securities are owned solely by the Charles F. Dolan 2019 Grantor Retained Annuity Trust #1M. Charles F. Dolan is the sole trustee and beneficiary of the trust.

14. Charles F. Dolan disclaims beneficial ownership of these securities 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 of such securities.

15. These securities are owned solely by the Helen A. Dolan 2018 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.

16. These securities are owned solely by the Helen A. Dolan 2019 Grantor Retained Annuity Trust #1M. Helen A. Dolan is the sole trustee and beneficiary of the trust.

Remarks:

	/s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan	04/20/2020
	/s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan	04/20/2020
	** 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).
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Sphere Entertainment (SPHR) Form 4Madison Square Garden Entertainment / CHARLES F DOLAN ownership change