| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 07/09/2021 | A | 59,312(1)(2) | A | (1) | 247,209(2) | D(3) | |||
| Class A Common Stock | 07/09/2021 | A | 3,924(1) | A | (1) | 14,119 | I(4) | By Spouse | ||
| Class A Common Stock | 07/09/2021 | A | 255(1) | A | (1) | 746 | I(5) | By Minor Children | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (6) | 07/09/2021 | A | 33,947(7) | (8) | (8) | Class A Common Stock | 33,947 | (7) | 33,947 | D(9) | ||||
| Restricted Stock Units | (6) | 07/09/2021 | A | 33,947(7) | (10) | (10) | Class A Common Stock | 33,947 | (7) | 33,947 | D(9) | ||||
| Restricted Stock Units | (6) | 07/09/2021 | A | 4,060(7) | (11) | (11) | Class A Common Stock | 4,060 | (7) | 6,394 | I(4) | By Spouse | |||
| Options (Right to Buy) | $103.55 | 07/09/2021 | A | 91,937(12) | (13) | 03/15/2024 | Class A Common Stock | 91,937 | (12) | 91,937 | D(9) | ||||
| Options (Right to Buy) | $125.59 | 07/09/2021 | A | 73,321(12) | (13) | 03/01/2025 | Class A Common Stock | 73,321 | (12) | 73,321 | D(9) | ||||
| Options (Right to Buy) | $145.64 | 07/09/2021 | A | 54,315(12) | (14) | 02/25/2026 | Class A Common Stock | 54,315 | (12) | 54,315 | D(9) | ||||
| Options (Right to Buy) | $83.26 | 07/09/2021 | A | 95,555(12) | (15) | 02/26/2027 | Class A Common Stock | 95,555 | (12) | 95,555 | D(9) | ||||
| Options (Right to Buy) | $103.55 | 07/09/2021 | A | 92,213(12) | (13) | 03/15/2024 | Class A Common Stock | 92,213 | (12) | 92,213 | D(9) | ||||
| Options (Right to Buy) | $125.59 | 07/09/2021 | A | 73,028(12) | (13) | 03/01/2025 | Class A Common Stock | 73,028 | (12) | 73,028 | D(9) | ||||
| Options (Right to Buy) | $145.64 | 07/09/2021 | A | 54,315(12) | (16) | 02/25/2026 | Class A Common Stock | 54,315 | (12) | 54,315 | D(9) | ||||
| Options (Right to Buy) | $83.26 | 07/09/2021 | A | 95,555(12) | (17) | 02/26/2027 | Class A Common Stock | 95,555 | (12) | 95,555 | D(9) | ||||
| Class B Common Stock | (18) | 07/09/2021 | A | 210,591(1) | (18) | (18) | Class A Common Stock | 210,591 | (1) | 224,636 | D(9) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares of Class A Common Stock and Class B Common Stock of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), a transaction exempt under Rule 16b-3, and calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. |
| 2. Includes shares held jointly with spouse. |
| 3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) 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. |
| 4. Securities held directly 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. |
| 5. The Reporting Persons disclaim beneficial ownership of all securities of MSGE beneficially owned and deemed to be beneficially owned by their minor children and this filing shall not be deemed an admission that the Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities. |
| 6. Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. |
| 7. Represents MSGE restricted stock units ("MSGE RSUs") acquired as a result of the conversion of MGSN restricted stock units ("MSGN RSUs") pursuant to the Merger, a transaction exempt under Rule 16b-3. The MSGE RSUs are calculated based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSUs (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. |
| 8. The MSGE RSUs are scheduled to vest and settle in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. |
| 9. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities in which she has a direct pecuniary interest) 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. |
| 10. The MSGE RSUs are scheduled to vest and settle on September 15, 2023. |
| 11. The MSGE RSUs are fully vested and will be settled in stock or in cash on the first business day 90 days after service on the MSGE Board of Directors ceases. |
| 12. Represents MSGE options acquired as a result of the conversion of MSGN options pursuant to the Merger, a transaction exempt under Rule 16b-3. The MSGE options are calculated based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN options (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172, and rounded down to the nearest whole share. The MSGE options exercise price is equal to the per share exercise price of the MSGN options divided by 0.172, and rounded up to the nearest whole cent. |
| 13. The MSGE options are fully vested. |
| 14. Two-thirds of the MSGE options are fully vested. The remaining one-third is scheduled to vest on August 29, 2021. |
| 15. One-third of the MSGE options is fully vested. The remaining two-thirds are scheduled to vest in equal installments on August 29, 2021 and August 29, 2022. |
| 16. The MSGE options are scheduled to vest on August 28, 2021. |
| 17. The MSGE options are scheduled to vest on April 29, 2022. |
| 18. 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 | 07/12/2021 | |
| /s/ Emma Y. Barnett, Attorney-in-Fact for Kristin A. Dolan | 07/13/2021 | |
| ** 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. | ||