Kathleen Margaret Dolan Form 4 Madison Square Garden Entertainment / KATHLEEN MARGARET 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 KATHLEEN MARGARET

(Last) (First) (Middle)

C/O RICHARD BACCARI

MLC VENTURES LLC, PO BOX 1014

(Street)

YORKTOWN HEIGHTS NY 10598

(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
	Officer (give title below)	X	Other (specify below)
Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/20/2023		J(1)		1,000(1)	D	(1)	0(1)	I	By Sphere Entertainment Co. and its subsidiaries
Class A Common Stock	04/20/2023		J(2)	V	2,378(2)	A	(2)	2,378(3)	D
Class A Common Stock	04/20/2023		J(2)	V	936(2)	A	(2)	936(3)	I(4)	By Children
Class A Common Stock	04/20/2023		J(2)	V	137,059(2)	A	(2)	137,059(3)	I(5)	By Trusts

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
Class B Common Stock	(6)	04/20/2023		J(7)	V	2,763,515(7)		(6)	(6)	Class A Common Stock	2,763,515(7)	(7)	2,763,515	I(5)	By Trusts

Explanation of Responses:

1. Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") from Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR"), which occurred on April 20, 2023. To effect the spin-off, the issued and outstanding common stock of MSGE was recapitalized into MSGE's Class A common stock ("Class A Common Stock") and Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7, and following such transaction, SPHR distributed Class A Common Stock and Class B Common Stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9.

2. Represents Class A Common Stock received by the Reporting Person in connection with the Distribution in a transaction exempt under Rule 16a-9.

3. Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13.

4. The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by the Reporting Person as custodian for her children, and this filing shall not be deemed an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

5. Reflects securities held by trusts for which the Reporting Person serves as co-trustee. The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by the trusts, 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.

6. MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock.

7. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.

Remarks:

	/s/ Richard Baccari, as Attorney-in-Fact for Kathleen M. 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.
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