Charles F. Dolan - Apr 20, 2023 Form 4 Insider Report for Madison Square Garden Entertainment Corp. (MSGE)

Role
Director, Member of 13(d) Group
Signature
/s/ Dennis H. Javer, as Attorney-in-Fact for Charles F. Dolan
Stock symbol
MSGE
Transactions as of
Apr 20, 2023
Transactions value $
$0
Form type
4
Date filed
4/21/2023, 04:15 PM
Previous filing
Apr 3, 2023
Next filing
Jun 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSGE Common Stock Other -1K -100% 0 Apr 20, 2023 By Sphere Entertainment Co. and its subsidiaries F1
transaction MSGE Class A Common Stock Other +17.8K 17.8K Apr 20, 2023 Direct F2, F3, F4, F5
transaction MSGE Class A Common Stock Other +50.3K 50.3K Apr 20, 2023 By CFD 2009 Revocable Trust F5, F6, F7, F8

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 Other +229K 229K Apr 20, 2023 Class A Common Stock 229K By CFD 2009 Revocable Trust F5, F7, F8, F9, F10
transaction MSGE Class B Common Stock Other +113K 113K Apr 20, 2023 Class A Common Stock 113K By HAD 2009 Revocable Trust F7, F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") from Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR"), which occurred on April 20, 2023. To effect the spin-off, the issued and outstanding common stock of MSGE was recapitalized into MSGE's Class A common stock ("Class A Common Stock") and Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7, and following such transaction, SPHR distributed Class A Common Stock and Class B Common Stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9.
F2 Represents Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGE 2023 Stock Plan for Non-Employee Directors.
F3 Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. Includes shares of SPHR Class A Common Stock received by Charles F. Dolan, Helen A. Dolan's spouse, in connection with the Distribution in an exempt transaction under Rules 16a-9 and 16b-3.
F4 Securities held directly by Mr. Charles F. Dolan and indirectly by his spouse, Mrs. Helen A. Dolan.
F5 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.
F6 Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3.
F7 Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13.
F8 Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust.
F9 Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
F10 Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
F11 Helen A. Dolan is a co-trustee and beneficiary of the Helen A. Dolan 2009 Revocable Trust.
F12 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.