Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | MSGE | Class A Common Stock, par value $0.01 per share | Other | -27.9M | -62.09% | 17M | Apr 20, 2023 | Direct | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | MSGE | Class B Common Stock, par value $0.01 | Other | -6.87M | -100% | 0 | Apr 20, 2023 | Class A Common Stock, par value $0.01 per share | 6.87M | $0.00 | Direct | F1, F2, F3 |
Id | Content |
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F1 | Pursuant to the Second Amended and Restated Certificate of Incorporation of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc. and referred to herein as "MSGE"), filed by MSGE with the Secretary of Delaware at 11:59 p.m. on April 20, 2023, the 1,000 outstanding shares of common stock of MSGE were automatically converted into an aggregate of 44,900,926 fully-paid and nonassessable shares of Class A Common Stock of MSGE and 6,866,754 fully-paid and nonassessable shares of Class B Common Stock of MSGE (the "Recapitalization"). The Recapitalization was exempt pursuant to Rule 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as "SPHR") in MSGE. |
F2 | On April 20, 2023, 27,879,435 shares of Class A Common Stock of MSGE and 6,866,754 shares of Class B Common Stock of MSGE were distributed by SPHR by way of a pro rata dividend to its stockholders (the "Distribution"), which was exempt from Section 16 pursuant to Rule 16a-9 under the Exchange Act. As a result of the Distribution, SPHR beneficially owns 17,021,491 shares of Class A Common Stock of MSGE and no Class B Common Stock of MSGE. |
F3 | Class B Common Stock of MSGE is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of MSGE. |