Sphere Entertainment (SPHR) Form 4 Madison Square Garden Entertainment / Andrew Lustgarten 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^*

Lustgarten Andrew

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

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)

X	Form filed by One Reporting Person
	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	09/15/2021		M		1,629	A	$0.00(1)	7,321	D
Class A Common Stock	09/15/2021		M		1,800	A	$0.00(2)	9,121	D
Class A Common Stock	09/15/2021		M		219	A	$0.00(3)	9,340	D
Class A Common Stock	09/15/2021		M		3,861	A	$0.00(4)	13,201	D
Class A Common Stock	09/15/2021		F(5)		4,306	D	$80.51	8,895	D
Class A Common Stock	09/15/2021		M		4,885	A	$0.00(6)	13,780	D
Class A Common Stock	09/15/2021		F(7)		2,803	D	$80.51	10,977	D

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
Restricted Stock Units	(1)	09/15/2021		M			1,629	(1)	09/15/2021	Class A Common Stock	1,629	$0.00	0	D
Restricted Stock Units	(2)	09/15/2021		M			1,800	(2)	09/15/2022	Class A Common Stock	1,800	$0.00	1,800	D
Restricted Stock Units	(3)	09/15/2021		M			219	(3)	09/15/2022	Class A Common Stock	219	$0.00	219	D
Restricted Stock Units	(4)	09/15/2021		M			3,861	(4)	09/15/2023	Class A Common Stock	3,861	$0.00	7,722	D
Performance Restricted Stock Units	(6)	09/15/2021		M			4,885	(6)	09/15/2021	Class A Common Stock	4,885	$0.00	0	D

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. 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 were settled on September 15, 2021. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2022.

3. Each RSU was granted on May 21, 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, 2020. One-third of the RSUs vested were settled on September 15, 2021. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2022.

4. 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 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.

5. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 2, 3 and 4, exempt under Rule 16b-3.

6. 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.

7. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 6, exempt under Rule 16b-3.

Remarks:

	/s/ Emma Y. Barnett, Attorney-in-Fact for Andrew Lustgarten	09/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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