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

Signature
/s/ James L. Dolan
Stock symbol
SPHR
Transactions as of
Jul 9, 2021
Transactions value $
$0
Form type
4
Date filed
7/13/2021, 04:39 PM
Previous filing
Jun 21, 2021
Next filing
Aug 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPHR Class A Common Stock Award +59.3K +31.57% 247K Jul 9, 2021 Direct F1, F2, F3
transaction SPHR Class A Common Stock Award +3.92K +38.49% 14.1K Jul 9, 2021 By Spouse F1, F4
transaction SPHR Class A Common Stock Award +255 +51.93% 746 Jul 9, 2021 By Minor Children F1, F5

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 +33.9K 33.9K Jul 9, 2021 Class A Common Stock 33.9K Direct F6, F7, F8, F9
transaction SPHR Restricted Stock Units Award +33.9K 33.9K Jul 9, 2021 Class A Common Stock 33.9K Direct F6, F7, F9, F10
transaction SPHR Restricted Stock Units Award +4.06K +173.95% 6.39K Jul 9, 2021 Class A Common Stock 4.06K By Spouse F4, F6, F7, F11
transaction SPHR Options (Right to Buy) Award +91.9K 91.9K Jul 9, 2021 Class A Common Stock 91.9K $103.55 Direct F9, F12, F13
transaction SPHR Options (Right to Buy) Award +73.3K 73.3K Jul 9, 2021 Class A Common Stock 73.3K $125.59 Direct F9, F12, F13
transaction SPHR Options (Right to Buy) Award +54.3K 54.3K Jul 9, 2021 Class A Common Stock 54.3K $145.64 Direct F9, F12, F14
transaction SPHR Options (Right to Buy) Award +95.6K 95.6K Jul 9, 2021 Class A Common Stock 95.6K $83.26 Direct F9, F12, F15
transaction SPHR Options (Right to Buy) Award +92.2K 92.2K Jul 9, 2021 Class A Common Stock 92.2K $103.55 Direct F9, F12, F13
transaction SPHR Options (Right to Buy) Award +73K 73K Jul 9, 2021 Class A Common Stock 73K $125.59 Direct F9, F12, F13
transaction SPHR Options (Right to Buy) Award +54.3K 54.3K Jul 9, 2021 Class A Common Stock 54.3K $145.64 Direct F9, F12, F16
transaction SPHR Options (Right to Buy) Award +95.6K 95.6K Jul 9, 2021 Class A Common Stock 95.6K $83.26 Direct F9, F12, F17
transaction SPHR Class B Common Stock Award +211K +1499.4% 225K Jul 9, 2021 Class A Common Stock 211K Direct F1, F9, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 Includes shares held jointly with spouse.
F3 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.
F4 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.
F5 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.
F6 Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof.
F7 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.
F8 The MSGE RSUs are scheduled to vest and settle in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023.
F9 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.
F10 The MSGE RSUs are scheduled to vest and settle on September 15, 2023.
F11 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.
F12 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.
F13 The MSGE options are fully vested.
F14 Two-thirds of the MSGE options are fully vested. The remaining one-third is scheduled to vest on August 29, 2021.
F15 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.
F16 The MSGE options are scheduled to vest on August 28, 2021.
F17 The MSGE options are scheduled to vest on April 29, 2022.
F18 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.