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*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY

(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)
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)
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 6,718(2) A (2) 6,718(3) D(4)
Class A Common Stock 04/20/2023 J(2) V 6,718(2) A (2) 6,718(3) D(5)
Class A Common Stock 04/20/2023 J(2) V 6,718(2) A (2) 6,718(3) D(6)
Class A Common Stock 04/20/2023 J(2) V 6,718(2) A (2) 6,718(3) D(7)
Class A Common Stock 04/20/2023 J(2) V 6,718(2) A (2) 6,718(3) D(8)
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 (9) 04/20/2023 J(10) V 561,530 (9) (9) Class A Common Stock 561,530 (10) 561,530(3) D(4)
Class B Common Stock (9) 04/20/2023 J(10) V 1,046,565 (9) (9) Class A Common Stock 1,046,565 (10) 1,046,565(3) D(5)
Class B Common Stock (9) 04/20/2023 J(10) V 652,490 (9) (9) Class A Common Stock 652,490 (10) 652,490(3) D(6)
Class B Common Stock (9) 04/20/2023 J(10) V 614,590 (9) (9) Class A Common Stock 614,590 (10) 614,590(3) D(7)
Class B Common Stock (9) 04/20/2023 J(10) V 646,426 (9) (9) Class A Common Stock 646,426 (10) 646,426(3) D(8)
1. Name and Address of Reporting Person*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY

(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
1. Name and Address of Reporting Person*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN

(Last) (First) (Middle)
KNICKERBOCKER GROUP LLC
PO BOX 420

(Street)
OYSTER BAY NY 11771

(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
1. Name and Address of Reporting Person*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN

(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
1. Name and Address of Reporting Person*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN

(Last) (First) (Middle)
C/O RICHARD BACCARI
MLC VENTURES LLC, PO BOX 1014

(Street)
YORKTOWN HEIGHTS NY 10598

(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
1. Name and Address of Reporting Person*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO MARIANNE DOLAN WEBER

(Last) (First) (Middle)
C/O RICHARD BACCARI
MLC VENTURES LLC, PO BOX 1014

(Street)
YORKTOWN HEIGHTS NY 10598

(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 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. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
5. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
6. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
7. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
8. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
9. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
10. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
Remarks:
Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/21/2023
Charles F. Dolan 2009 Family Trust FBO James L. Dolan By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/21/2023
Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/21/2023
Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/21/2023
Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber By: /s/ Brian G. Sweeney, as Attorney-in-Fact 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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