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*
Sweeney Brian

(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NY 11797

(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
Officer (give title below) X Other (specify below)
Trustee of 13(d) Group Member
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 17,773(2) A (2) 17,773(3) D(4)(5)
Class A Common Stock 04/20/2023 J(6) V 22,427(6) A (6) 40,200(7) D(4)(5)
Class A Common Stock 04/20/2023 J(8) V 10,419(8) A (8) 10,419(7) I(9)(10) By Spouse
Class A Common Stock 04/20/2023 J(8) V 3,414(8) A (8) 3,414(7) I(11) 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
1. Name and Address of Reporting Person*
Sweeney Brian

(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NY 11797

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
Trustee of 13(d) Group Member
1. Name and Address of Reporting Person*
DOLAN-SWEENEY DEBORAH A

(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NY 11797

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 13(d) Group
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 Brian G. Sweeney, Deborah A. Dolan-Sweeney's spouse, in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2023 Stock Plan for Non-Employee Directors.
3. 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 Brian G. Sweeney, Deborah A. Dolan-Sweeney's spouse, in connection with the Distribution in an exempt transaction under Rules 16a-9 and 16b-3.
4. Securities held directly by Mr. Brian G. Sweeney and indirectly by his spouse, Mrs. Deborah A. Dolan-Sweeney.
5. Deborah A. Dolan-Sweeney 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.
6. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9 and 16b-3.
7. Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13.
8. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
9. Securities held directly by Mrs. Deborah A. Dolan-Sweeney and indirectly by her spouse, Mr. Brian G. Sweeney.
10. Brian G. Sweeney 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.
11. Securities held in trusts for which Mr. Sweeney serves as co-trustee. Both he and Mrs. Dolan-Sweeney disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that they are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities.
Remarks:
/s/ Brian G. Sweeney 04/21/2023
/s/ Brian G. Sweeney, as Attorney-in-Fact for Deborah A. Dolan Sweeney 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).
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