Sphere Entertainment Co. - Apr 20, 2023 Form 4 Insider Report for Madison Square Garden Entertainment Corp. (MSGE)

Role
10%+ Owner
Signature
/s/ Mark C. Cresitello, Secretary of Sphere Entertainment Co.
Stock symbol
MSGE
Transactions as of
Apr 20, 2023
Transactions value $
$0
Form type
4
Date filed
4/21/2023, 09:02 AM
Previous filing
Apr 3, 2023
Next filing
Jun 29, 2023

Transactions Table

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

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

Explanation of Responses:

Id Content
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.