Madison Square Garden Entertainment (MSGE) Form 3 Madison Square Garden Entertainment / Ryan Thomas Dolan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dolan Ryan Thomas

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2023

3. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Entertainment Corp. [ MSGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,076(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/15/2023	Class A Common Stock	145(3)	(3)	D
Restricted Stock Units	(4)	09/15/2024	Class A Common Stock	292(3)	(3)	D
Restricted Stock Units	(5)	09/15/2025	Class A Common Stock	494(3)	(3)	D

Explanation of Responses:

1. Represents Class A Common Stock received in connection with the distribution by Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR") of the common stock of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3.

2. Pursuant to the terms of Reporting Person's SPHR RSU award dated August 25, 2020, the RSUs are scheduled to vest and settle on September 15, 2023.

3. Each RSU is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. Reflects acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. The Reporting Person received one MSGE RSU in respect of every one SPHR RSU.

4. Pursuant to the terms of Reporting Person's SPHR RSU award dated August 27, 2021, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2023 and September 15, 2024.

5. Pursuant to the terms of Reporting Person's SPHR RSU award dated August 31, 2022, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2023, September 15, 2024 and September 15, 2025.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Mark Cresitello, as Attorney-in-Fact for Ryan T. Dolan	04/21/2023
	** 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 5 (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).
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