James L. Dolan - 15 Sep 2022 Form 4 Insider Report for Madison Square Garden Entertainment Corp. (SPHR)

Role
Executive Chairman and CEO, Director, Member of 13(d) Group
Signature
/s/ James L. Dolan
Issuer symbol
SPHR
Transactions as of
15 Sep 2022
Net transactions value
-$2,143,268
Form type
4
Filing time
19 Sep 2022, 16:15:47 UTC
Previous filing
02 Sep 2022
Next filing
03 Apr 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPHR Class A Common Stock Options Exercise $0 +5,399 +2% $0.000000 275,707 15 Sep 2022 Direct F1, F2, F3
transaction SPHR Class A Common Stock Options Exercise $0 +11,316 +4.1% $0.000000 287,023 15 Sep 2022 Direct F2, F3, F4
transaction SPHR Class A Common Stock Options Exercise $0 +13,030 +4.5% $0.000000 300,053 15 Sep 2022 Direct F2, F3, F5
transaction SPHR Class A Common Stock Options Exercise $0 +22,993 +7.7% $0.000000 323,046 15 Sep 2022 Direct F2, F3, F6
transaction SPHR Class A Common Stock Options Exercise $0 +5,252 +1.6% $0.000000 328,298 15 Sep 2022 Direct F2, F3, F7
transaction SPHR Class A Common Stock Tax liability $1,665,648 -29,601 -9% $56.27 298,697 15 Sep 2022 Direct F2, F3, F8
transaction SPHR Class A Common Stock Options Exercise $0 +16,628 +5.6% $0.000000 315,325 15 Sep 2022 Direct F2, F3, F9
transaction SPHR Class A Common Stock Tax liability $477,620 -8,488 -2.7% $56.27 306,837 15 Sep 2022 Direct F2, F3, F10
holding SPHR Class A Common Stock 14,119 15 Sep 2022 By Spouse F11
holding SPHR Class A Common Stock 746 15 Sep 2022 By Minor Children F12

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 -5,399 -100% $0.000000* 0 15 Sep 2022 Class A Common Stock 5,399 Direct F1, F3
transaction SPHR Restricted Stock Units Options Exercise $0 -11,316 -50% $0.000000 11,316 15 Sep 2022 Class A Common Stock 11,316 Direct F3, F4
transaction SPHR Restricted Stock Units Options Exercise $0 -13,030 -50% $0.000000 13,031 15 Sep 2022 Class A Common Stock 13,030 Direct F3, F5
transaction SPHR Restricted Stock Units Options Exercise $0 -22,993 -33% $0.000000 45,986 15 Sep 2022 Class A Common Stock 22,993 Direct F3, F6
transaction SPHR Restricted Stock Units Options Exercise $0 -5,252 -33% $0.000000 10,505 15 Sep 2022 Class A Common Stock 5,252 Direct F3, F7
transaction SPHR Performance Restricted Stock Units Options Exercise $0 -16,628 -100% $0.000000* 0 15 Sep 2022 Class A Common Stock 16,628 Direct F3, F9
* 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 April 17, 2020 under the Madison Square Garden Entertainment Corp. ("MSGE") 2020 Employee Stock Plan (the "2020 Employee Stock Plan") in respect of an RSU granted by Madison Square Garden Sports Corp. ("MSGS") on August 29, 2019 and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2020. One-third of the RSUs vested and were settled on September 15, 2021. The remaining one-third of the RSUs vested and were settled on September 15, 2022.
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 Each RSU was granted on August 26, 2020 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by MSGE, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settled on September 15, 2022. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2023.
F5 Each RSU was granted on August 25, 2020 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settled on September 15, 2022. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2023.
F6 Each RSU was granted on August 27, 2021 under the 2020 Employee Stock Plan and represents a right to receive one share of 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 are scheduled to vest and settle on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024.
F7 Each RSU was granted on April 20, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of 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 are scheduled to vest and settle on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024.
F8 Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 4, 5, 6 and 7, exempt under Rule 16b-3.
F9 Each performance restricted stock unit ("PSU") was granted on April 17, 2020 under the 2020 Employee Stock Plan in respect of a PSU granted by MSGS on August 29, 2019 and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 31, 2022. The PSUs vested and were settled on September 15, 2022.
F10 Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 9, exempt under Rule 16b-3.
F11 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 he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F12 Reporting Persons disclaim beneficial ownership of all securities of MSGE beneficially owned and deemed to be beneficially owned by their minor children and this report shall not be deemed an admission that Reporting Persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.