Charles F. Dolan - Jul 9, 2021 Form 4 Insider Report for Madison Square Garden Entertainment Corp. (SPHR)

Role
Director, Member of 13(d) Group, 10%+ Owner
Signature
/s/ Dennis H. Javer, Attorney-in-Fact for Charles F. Dolan
Stock symbol
SPHR
Transactions as of
Jul 9, 2021
Transactions value $
$0
Form type
4
Date filed
7/13/2021, 04:38 PM
Previous filing
Aug 29, 2022
Next filing
Dec 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction SPHR Class A Common Stock Award +14.1K +42.13% 47.7K Jul 9, 2021 By CFD 2009 Revocable Trust F1, F2, F3
holding SPHR Class A Common Stock 2.59K Jul 9, 2021 Direct F4

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 Award +9.63K +412.68% 12K Jul 9, 2021 Class A Common Stock 9.63K Direct F4, F5, F6, F7
transaction SPHR Class B Common Stock Award +116K +118.4% 215K Jul 9, 2021 Class A Common Stock 116K By CFD 2009 Revocable Trust F1, F2, F3, F8
holding SPHR Class B Common Stock 98.2K Jul 9, 2021 Class A Common Stock 98.2K By HAD 2009 Revocable Trust F8, F9, F10
holding SPHR Class B Common Stock 14.5K Jul 9, 2021 Class A Common Stock 14.5K By CFD 2019 GRAT #1M F2, F8, F11
holding SPHR Class B Common Stock 14.5K Jul 9, 2021 Class A Common Stock 14.5K By HAD 2019 GRAT #1M F8, F9, F12

Explanation of Responses:

Id Content
F1 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.
F2 Helen A. Dolan 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.
F3 Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
F4 Securities held directly by Charles F. Dolan, Helen 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 purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F5 Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof.
F6 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, multiplied by (y) 0.172.
F7 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.
F8 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.
F9 Charles F. Dolan disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F10 Helen A. Dolan is a co-trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.
F11 Charles F. Dolan is the sole trustee and beneficiary of the Charles F. Dolan 2019 Grantor Retained Annuity Trust #1M.
F12 Helen A. Dolan is the sole trustee and beneficiary of the Helen A. Dolan 2019 Grantor Retained Annuity Trust #1M.