Andrea Greenberg - Sep 13, 2024 Form 4 Insider Report for Sphere Entertainment Co. (SPHR)

Role: President/CEO-MSG Networks
Signature: /s/ Mark C. Cresitello, Attorney-in-Fact for Andrea Greenberg
Stock symbol: SPHR
Transactions as of: Sep 13, 2024
Transactions value $: -$837,970
Form type: 4
Date filed: 9/17/2024, 05:00 PM
Previous filing: Aug 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPHR	Class A Common Stock	Options Exercise	$0	+5.84K	+7.61%	$0.00	82.5K	Sep 13, 2024	Direct	F1
transaction	SPHR	Class A Common Stock	Options Exercise	$0	+6.59K	+7.99%	$0.00	89.1K	Sep 13, 2024	Direct	F2
transaction	SPHR	Class A Common Stock	Options Exercise	$0	+10.8K	+12.1%	$0.00	99.9K	Sep 13, 2024	Direct	F3
transaction	SPHR	Class A Common Stock	Tax liability	-$477K	-11.3K	-11.32%	$42.23	88.6K	Sep 13, 2024	Direct	F4
transaction	SPHR	Class A Common Stock	Options Exercise	$0	+17.5K	+19.81%	$0.00	106K	Sep 13, 2024	Direct	F5
transaction	SPHR	Class A Common Stock	Tax liability	-$361K	-8.54K	-8.05%	$42.23	97.6K	Sep 13, 2024	Direct	F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SPHR	Restricted Stock Units	Options Exercise	$0	-5.84K	-100%	$0.00	0	Sep 13, 2024	Class A Common Stock	5.84K		Direct	F1
transaction	SPHR	Restricted Stock Units	Options Exercise	$0	-6.59K	-50%	$0.00	6.59K	Sep 13, 2024	Class A Common Stock	6.59K		Direct	F2
transaction	SPHR	Restricted Stock Units	Options Exercise	$0	-10.8K	-33.33%	$0.00	21.6K	Sep 13, 2024	Class A Common Stock	10.8K		Direct	F3
transaction	SPHR	Performance Restricted Stock Units	Options Exercise	$0	-17.5K	-100%	$0.00	0	Sep 13, 2024	Class A Common Stock	17.5K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") was granted on August 27, 2021 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR") (the "MSGN 2010 Employee Stock Plan"), and represents a right to receive one share of SPHR Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. One-third of the RSUs vested and were settled on September 15, 2023. The remaining one-third of the RSUs vested and were settled on September 13, 2024, in each case, other than the RSUs that vested and were settled for FICA taxes in November 2021.
F2	Each RSU was granted on August 31, 2022 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of SPHR Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025, in each case, other than the RSUs that vested and were settled for FICA taxes in August 2022.
F3	Each RSU was granted on September 1, 2023 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of SPHR Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2024. One-third of the RSUs are scheduled to vest and settle on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026, in each case, other than the RSUs that vested and were settled for FICA taxes in September 2023.
F4	Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 2 and 3, exempt under Rule 16b-3.
F5	Each performance restricted stock unit ("PSU") was granted on August 27, 2021 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of SPHR Class A Common Stock or the cash equivalent thereof. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target on March 27, 2024. The PSUs vested and were settled on September 13, 2024, other than the PSUs that vested and were settled for FICA taxes in March 2024.
F6	Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 5, exempt under Rule 16b-3.