James Lawrence Dolan Form 4 Madison Square Garden Entertainment / 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 PENN PLAZA

(Street)

NEW YORK

10121-0091

(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 / CEO / Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	04/17/2020		J⁽¹⁾		1,000	D	⁽¹⁾	0	I⁽²⁾	By Madison Square Garden Sports Corp. and its subsidiaries
Class A Common Stock	04/17/2020		J⁽³⁾	V	167,781⁽³⁾	A	⁽³⁾	167,781⁽⁴⁾⁽⁵⁾	D⁽⁶⁾⁽⁷⁾
Class A Common Stock	04/17/2020		J⁽⁸⁾	V	2,591⁽⁸⁾	A	⁽⁸⁾	2,591⁽⁹⁾	I⁽¹⁰⁾⁽¹¹⁾	By Spouse
Class A Common Stock	04/17/2020		J⁽³⁾	V	7,604⁽³⁾	A	⁽³⁾	7,604⁽⁴⁾	I⁽¹⁰⁾⁽¹¹⁾	By Spouse
Class A Common Stock	04/17/2020		J⁽¹²⁾	V	491⁽¹²⁾	A	⁽¹²⁾	491⁽⁴⁾	I⁽¹³⁾	By Minor Children

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	⁽¹⁴⁾	04/17/2020		J⁽¹⁵⁾	V	6,304⁽¹⁵⁾		⁽¹⁶⁾	08/30/2020	Class A Common Stock	6,304⁽¹⁵⁾	$0.00	6,304⁽¹⁵⁾	D⁽⁶⁾⁽⁷⁾
Restricted Stock Units	⁽¹⁴⁾	04/17/2020		J⁽¹⁵⁾	V	9,765⁽¹⁵⁾		⁽¹⁷⁾	09/15/2021	Class A Common Stock	9,765⁽¹⁵⁾	$0.00	9,765⁽¹⁵⁾	D⁽⁶⁾⁽⁷⁾
Restricted Stock Units	⁽¹⁴⁾	04/17/2020		J⁽¹⁵⁾	V	16,197⁽¹⁵⁾		⁽¹⁸⁾	09/15/2022	Class A Common Stock	16,197⁽¹⁵⁾	$0.00	16,197⁽¹⁵⁾	D⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽¹⁹⁾	04/17/2020		J⁽¹⁹⁾	V	14,045⁽¹⁹⁾		⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	14,045	⁽¹⁹⁾	14,045⁽⁴⁾	D⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last)

(First)

(Middle)

TWO PENN PLAZA

(Street)

NEW YORK

10121-0091

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Dolan Kristin A

(Last)

(First)

(Middle)

TWO PENN PLAZA

(Street)

NEW YORK

10121-0091

(City)

(State)

(Zip)

Explanation of Responses:

1. Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc., and referred to herein as "MSGE") from Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company, and referred to herein as "MSGS"), which occurred on April 17, 2020. To effect the spin-off, the issued and outstanding common stock of MSGE of 1,000 shares of common stock was recapitalized into 19,461,991 shares of MSGE's Class A common stock and 4,529,517 shares of MSGE's Class B common stock in a transaction exempt under Rule 16b-7. MSGS distributed all of the outstanding MSGE common stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. As a result of the Distribution, MSGS no longer beneficially owns any shares of MSGE and consequently is no longer subject to the requirements of Section 16 of the the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to MSGE.

2. James L. Dolan, Kristin A. Dolan's spouse, is a member of a "group" with respect to certain securities of MSGS for purposes of Section 13(d) of the Exchange Act. As such, the Reporting Persons may have been deemed to beneficially own MSGE shares held directly by MSGS and its subsidiaries.

3. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.

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

5. Includes 416 shares held jointly with spouse.

6. Securities held directly by Mr. James L. Dolan and indirectly by his spouse, Mrs. Kristin A. Dolan.

7. Kristin A. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

8. Represents Class A Common Stock received by Kristin A. Dolan, James L. Dolan's spouse, in connection with the Distribution pursuant to vested MSGS restricted stock units ("RSUs"), in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2020 Stock Plan for Non-Employee Directors.

9. Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13. Includes shares of MSGS Class A Common Stock received by Kristin A. Dolan in connection with the Distribution, in an exempt transaction under Rules 16a-9 and 16b-3.

10. Securities held directly by Kristin A. Dolan and indirectly by her spouse, Mr. James L. Dolan.

11. James L. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

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

13. The Reporting Persons disclaim beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by their minor children, and this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

14. Each RSU is granted under the MSGE 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.

15. Reflects acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. James L. Dolan, Kristin A. Dolan's spouse, received one MSGE RSU in respect of every one MSGS RSU.

16. Pursuant to the terms of James L. Dolan's MSGS RSU awards dated August 30, 2017 and October 3, 2018, the RSUs are scheduled to vest and settle on August 30, 2020.

17. Pursuant to the terms of James L. Dolan's MSGS RSU awards dated August 29, 2018 and October 3, 2018, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2020 and September 15, 2021.

18. Pursuant to the terms of James L. Dolan's MSGS RSU award dated August 29, 2019, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2020, September 15, 2021, and September 15, 2022.

19. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.

20. 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.

Remarks:

	/s/ James L. Dolan	04/20/2020
	Emma Y. Barnett, as Attorney-in-Fact for Kristin A. Dolan	04/20/2020
	** 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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James Lawrence Dolan Form 4Madison Square Garden Entertainment / JAMES LAWRENCE DOLAN ownership change