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)
| 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)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/15/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 09/15/2021 | M | 4,071 | A | $0.00(1) | 251,280(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | M | 812 | A | $0.00(4) | 252,092(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | M | 5,399 | A | $0.00(5) | 257,491(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | M | 11,315 | A | $0.00(6) | 268,806(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | M | 13,030 | A | $0.00(7) | 281,836(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | F(8) | 18,394 | D | $80.51 | 263,442(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | M | 12,211 | A | $0.00(9) | 275,653(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | M | 2,436 | A | $0.00(10) | 278,089(2) | D(3) | |||
| Class A Common Stock | 09/15/2021 | F(11) | 7,781 | D | $80.51 | 270,308(2) | D(3) | |||
| Class A Common Stock | 14,119 | I(12) | By Spouse | |||||||
| Class A Common Stock | 746 | I(13) | By Minor Children | |||||||
| 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 | ||||||||
| Restricted Stock Units | (1) | 09/15/2021 | M | 4,071 | (1) | 09/15/2021 | Class A Common Stock | 4,071 | $0.00 | 0 | D(3) | ||||
| Restricted Stock Units | (4) | 09/15/2021 | M | 812 | (4) | 09/15/2021 | Class A Common Stock | 812 | $0.00 | 0 | D(3) | ||||
| Restricted Stock Units | (5) | 09/15/2021 | M | 5,399 | (5) | 09/15/2022 | Class A Common Stock | 5,399 | $0.00 | 5,399 | D(3) | ||||
| Restricted Stock Units | (6) | 09/15/2021 | M | 11,315 | (6) | 09/15/2023 | Class A Common Stock | 11,315 | $0.00 | 22,632 | D(3) | ||||
| Restricted Stock Units | (7) | 09/15/2021 | M | 13,030 | (7) | 09/15/2023 | Class A Common Stock | 13,030 | $0.00 | 26,061 | D(3) | ||||
| Performance Restricted Stock Units | (9) | 09/15/2021 | M | 12,211 | (9) | 09/15/2021 | Class A Common Stock | 12,211 | $0.00 | 0 | D(3) | ||||
| Performance Restricted Stock Units | (10) | 09/15/2021 | M | 2,436 | (10) | 09/15/2021 | Class A Common Stock | 2,436 | $0.00 | 0 | D(3) | ||||
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 restricted stock unit ("RSU") was granted on April 17, 2020 under the Madison Square Garden Entertainment Corp. ("MSGE") 2020 Employee Stock Plan (the "2020 Employee Stock Plan") in respect of an RSU granted by Madison Square Garden Sports Corp. ("MSGS") on August 29, 2018 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. Half of the RSUs vested and were settled on September 15, 2020. The remaining half of the RSUs vested and were settled on September 15, 2021. |
| 2. Includes shares held jointly with spouse. |
| 3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 4. Each RSU was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of an RSU granted by MSGS on October 3, 2018 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. Half of the RSUs vested and were settled on September 15, 2020. The remaining half of the RSUs vested and were settled on September 15, 2021. |
| 5. Each RSU was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of an RSU granted by MSGS on August 29, 2019 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2020. One-third of the RSUs vested and were settled on September 15, 2021. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2022. |
| 6. Each RSU was granted on August 26, 2020 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended, and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. The remaining two-thirds of the RSUs are scheduled to vest and settle in two equal installments on September 15, 2022 and September 15, 2023. |
| 7. Each RSU was granted on August 25, 2020 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. The remaining two-thirds of the RSUs are scheduled to vest and settle in two installments on September 15, 2022 and September 15, 2023. |
| 8. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 4, 5, 6 and 7, exempt under Rule 16b-3. |
| 9. Each performance restricted stock unit ("PSU") was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of a PSU granted by MSGS on August 29, 2018 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2021. The PSUs vested and were settled on September 15, 2021. |
| 10. Each PSU was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of a PSU granted by MSGS on October 3, 2018 and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2021. The PSUs vested and were settled on September 15, 2021. |
| 11. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnotes 9 and 10, exempt under Rule 16b-3. |
| 12. 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 of such securities. |
| 13. Reporting Persons disclaim beneficial ownership of all securities of MSGE beneficially owned and deemed to be beneficially owned by their minor children and this report shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| Remarks: |
| /s/ James L. Dolan | 09/17/2021 | |
| /s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan | 09/17/2021 | |
| ** 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. | ||