Madison Square Garden Entertainment Form 4 / JAMES LAWRENCE 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 JAMES LAWRENCE

(Last)

(First)

(Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK

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)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
Executive Chairman and CEO / Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2023

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)
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)
Class A Common Stock	09/15/2023		M		33,947	A	$0.00⁽¹⁾	340,784⁽²⁾	D
Class A Common Stock	09/15/2023		M		11,316	A	$0.00⁽³⁾	352,100⁽²⁾	D
Class A Common Stock	09/15/2023		M		13,031	A	$0.00⁽⁴⁾	365,131⁽²⁾	D
Class A Common Stock	09/15/2023		M		22,993	A	$0.00⁽⁵⁾	388,124⁽²⁾	D
Class A Common Stock	09/15/2023		M		5,252	A	$0.00⁽⁶⁾	393,376⁽²⁾	D
Class A Common Stock	09/15/2023		M		32,916	A	$0.00⁽⁷⁾	426,292⁽²⁾	D
Class A Common Stock	09/15/2023		F⁽⁸⁾		60,978	D	$32.75	365,314⁽²⁾	D
Class A Common Stock	09/15/2023		M		39,248	A	$0.00⁽⁹⁾	404,562⁽²⁾	D
Class A Common Stock	09/15/2023		F⁽¹⁰⁾		20,036	D	$32.75	384,526⁽²⁾	D
Class A Common Stock								26,320	I	By Spouse⁽¹¹⁾
Class A Common Stock								746	I	By Minor Children⁽¹²⁾

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)
Restricted Stock Units	⁽¹⁾	09/15/2023		M			33,947	⁽¹⁾	09/15/2023	Class A Common Stock	33,947	$0.00	0	D
Restricted Stock Units	⁽³⁾	09/15/2023		M			11,316	⁽³⁾	09/15/2023	Class A Common Stock	11,316	$0.00	0	D
Restricted Stock Units	⁽⁴⁾	09/15/2023		M			13,031	⁽⁴⁾	09/15/2023	Class A Common Stock	13,031	$0.00	0	D
Restricted Stock Units	⁽⁵⁾	09/15/2023		M			22,993	⁽⁵⁾	09/15/2024	Class A Common Stock	22,993	$0.00	22,993	D
Restricted Stock Units	⁽⁶⁾	09/15/2023		M			5,252	⁽⁶⁾	09/15/2024	Class A Common Stock	5,252	$0.00	5,253	D
Restricted Stock Units	⁽⁷⁾	09/15/2023		M			32,916	⁽⁷⁾	09/15/2025	Class A Common Stock	32,916	$0.00	65,834	D
Performance Restricted Stock Units	⁽⁹⁾	09/15/2023		M			39,248	⁽⁹⁾	09/15/2023	Class A Common Stock	39,248	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on April 20, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Stock Plan (the "2023 Employee Stock Plan") in respect of an RSU granted on August 26, 2020 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR") (the "MSGN 2010 Employee Stock Plan"), and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The RSUs vested and were settled on September 15, 2023.

2. Includes shares held jointly with spouse.

3. Each RSU was granted on April 20, 2023 under the MSGE 2023 Stock Plan in respect of an RSU granted on August 26, 2020 under the MSGN 2010 Employee Stock Plan, as amended and assumed by SPHR, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The RSUs vested and were settled on September 15, 2023.

4. Each RSU was granted on April 20, 2023 under the MSGE 2023 Stock Plan in respect of an RSU granted by SPHR on August 25, 2020, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The RSUs vested and were settled on September 15, 2023.

5. Each RSU was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an RSU granted by SPHR on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaining one-half of the RSUs are scheduled to vest and settle on September 15, 2024.

6. Each RSU was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an RSU granted by SPHR on April 20, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaining one-half of the RSUs are scheduled to vest and settle on September 15, 2024.

7. Each RSU was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an RSU granted by SPHR on August 31, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs are scheduled to vest and settle on September 15, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025.

8. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 3, 4, 5, 6, and 7, exempt under Rule 16b-3.

9. Each performance restricted stock unit ("PSU") was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of a PSU granted by SPHR on August 25, 2020, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on September 1, 2023 and the PSUs vested and were settled on September 15, 2023.

10. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 9 above, exempt under Rule 16b-3.

11. Securities held 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 Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

12. Mr. Dolan disclaims beneficial ownership of all securities of MSGS beneficially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

Remarks:

	/s/ James L. Dolan	09/19/2023
	** 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 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).
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Madison Square Garden Entertainment (MSGE) Form 4Madison Square Garden Entertainment / JAMES LAWRENCE DOLAN ownership change