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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/03/2023 |
3. Issuer Name and Ticker or Trading Symbol
MSGE Spinco, Inc. [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock, par value $0.01 | 1,000 | I(1) | By Madison Square Garden Enertainment Corp. and its subsidiaries |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
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. The Reporting Persons are members of a "group" with respect to certain securities of Madison Square Garden Entertainment Corp. ("MSGE") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. As such, the Reporting Persons may be deemed to beneficially own Issuer shares held directly by MSGE and its subsidiaries. The Reporting Persons disclaim beneficial ownership of the shares of the Issuer held by MSGE and its subsidiaries, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| The Reporting Persons are members of a Section 13(d) Group with respect to securities of MSGE. This Form 3 is being filed in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of MSGE Spinco, Inc. ("MSGE Spinco"), which describes the planned distribution by MSGE to its stockholders of a portion of the common stock of MSGE Spinco. Exhibit List Exhibit 24.1 Power of Attorney for Charles F. Dolan Exhibit 24.2 Power of Attorney for Helen A. Dolan |
| /s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan | 04/03/2023 | |
| /s/ Dennis H. Javer, as Attorney-in-Fact for Helen A. Dolan | 04/03/2023 | |
| ** 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). | ||
| 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. | ||