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 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 / CEO / 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)
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	04/20/2023		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	306,837⁽²⁾	A	⁽²⁾	306,837⁽³⁾⁽⁴⁾	D
Class A Common Stock	04/20/2023		J⁽⁵⁾	V	14,119⁽⁵⁾	A	⁽⁵⁾	14,119⁽³⁾	I⁽⁶⁾⁽⁷⁾	By Spouse
Class A Common Stock	04/20/2023		J⁽⁸⁾	V	12,201⁽⁸⁾	A	⁽⁸⁾	26,320⁽⁹⁾	I⁽⁶⁾⁽⁷⁾	By Spouse
Class A Common Stock	04/20/2023		J⁽⁵⁾	V	746⁽⁵⁾	A	⁽⁵⁾	746⁽³⁾	I⁽¹⁰⁾	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	⁽¹¹⁾	04/20/2023		J⁽¹²⁾	V	58,294⁽¹²⁾		⁽¹³⁾	09/15/2023	Class A Common Stock	58,294⁽¹²⁾	$0.00	58,294⁽¹²⁾	D
Restricted Stock Units	⁽¹¹⁾	04/20/2023		J⁽¹²⁾	V	56,491⁽¹²⁾		⁽¹⁴⁾	09/15/2024	Class A Common Stock	56,491⁽¹²⁾	$0.00	56,491⁽¹²⁾	D
Restricted Stock Units	⁽¹¹⁾	04/20/2023		J⁽¹²⁾	V	98,750⁽¹²⁾		⁽¹⁵⁾	09/15/2025	Class A Common Stock	98,750⁽¹²⁾	$0.00	98,750⁽¹²⁾	D
Class B Common Stock	⁽¹⁶⁾	04/20/2023		J⁽¹⁶⁾	V	224,636⁽¹⁶⁾		⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	224,636	⁽¹⁶⁾	224,636⁽³⁾	D

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 in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.

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

4. Includes 631 shares held jointly with spouse.

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

6. Securities held directly by Reporting Person's spouse and indirectly by Reporting Person.

7. Reporting Person 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.

8. Represents Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9.

9. Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. Includes shares of SPHR Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution, in an exempt transaction under Rules 16a-9.

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

11. Each restricted stock unit ("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.

12. Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU.

13. Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 25, 2020 and August 26, 2020, the RSUs are scheduled to vest and settle on September 15, 2023.

14. Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 27, 2021 and April 20, 2022, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2023 and September 15, 2024.

15. 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.

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

17. 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	04/21/2023
	** 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 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).
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.

James Lawrence Dolan Form 4Madison Square Garden Entertainment / JAMES LAWRENCE DOLAN ownership change