James L. Dolan - Sep 15, 2023 Form 4 Insider Report for Sphere Entertainment Co. (SPHR)

Signature
James L. Dolan
Stock symbol
SPHR
Transactions as of
Sep 15, 2023
Transactions value $
-$3,035,595
Form type
4
Date filed
9/19/2023, 04:15 PM
Previous filing
Sep 6, 2023
Next filing
Oct 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPHR Class A Common Stock Options Exercise $0 +33.9K +11.06% $0.00 341K Sep 15, 2023 Direct F1, F2, F3
transaction SPHR Class A Common Stock Options Exercise $0 +11.3K +3.32% $0.00 352K Sep 15, 2023 Direct F2, F3, F4
transaction SPHR Class A Common Stock Options Exercise $0 +13K +3.7% $0.00 365K Sep 15, 2023 Direct F2, F3, F5
transaction SPHR Class A Common Stock Options Exercise $0 +23K +6.3% $0.00 388K Sep 15, 2023 Direct F2, F3, F6
transaction SPHR Class A Common Stock Options Exercise $0 +5.25K +1.35% $0.00 393K Sep 15, 2023 Direct F2, F3, F7
transaction SPHR Class A Common Stock Options Exercise $0 +32.9K +8.37% $0.00 426K Sep 15, 2023 Direct F2, F3, F8
transaction SPHR Class A Common Stock Tax liability -$2.28M -61K -14.3% $37.47 365K Sep 15, 2023 Direct F2, F3, F9
transaction SPHR Class A Common Stock Options Exercise $0 +39.2K +10.74% $0.00 405K Sep 15, 2023 Direct F2, F3, F10
transaction SPHR Class A Common Stock Tax liability -$751K -20K -4.95% $37.47 385K Sep 15, 2023 Direct F2, F3, F11
holding SPHR Class A Common Stock 14.1K Sep 15, 2023 By Spouse F12
holding SPHR Class A Common Stock 746 Sep 15, 2023 By Minor Children F13

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 -33.9K -100% $0.00* 0 Sep 15, 2023 Class A Common Stock 33.9K Direct F1, F3
transaction SPHR Restricted Stock Units Options Exercise $0 -11.3K -100% $0.00* 0 Sep 15, 2023 Class A Common Stock 11.3K Direct F3, F4
transaction SPHR Restricted Stock Units Options Exercise $0 -13K -100% $0.00* 0 Sep 15, 2023 Class A Common Stock 13K Direct F3, F5
transaction SPHR Restricted Stock Units Options Exercise $0 -23K -50% $0.00 23K Sep 15, 2023 Class A Common Stock 23K Direct F3, F6
transaction SPHR Restricted Stock Units Options Exercise $0 -5.25K -50% $0.00 5.25K Sep 15, 2023 Class A Common Stock 5.25K Direct F3, F7
transaction SPHR Restricted Stock Units Options Exercise $0 -32.9K -33.33% $0.00 65.8K Sep 15, 2023 Class A Common Stock 32.9K Direct F3, F8
transaction SPHR Performance Restricted Stock Units Options Exercise $0 -39.2K -100% $0.00* 0 Sep 15, 2023 Class A Common Stock 39.2K Direct F3, F10
* 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 August 26, 2020 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR") (the "MSGN 2010 Employee Stock Plan"), and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The RSUs vested and were settled on September 15, 2023.
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 MSGN 2010 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 settle on September 15, 2022. The remaining one-third of the RSUs vested and were settled on September 15, 2023.
F5 Each RSU was granted on August 25, 2020 under the SPHR 2020 Employee Stock Plan, as amended (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 settle on September 15, 2022. The remaining one-third of the RSUs vested and were settled 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 vested and were settled 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 vested and were settled on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024.
F8 Each RSU was granted on August 31, 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, 2023. One-third of the RSUs are scheduled to vest and settle on September 15, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025.
F9 Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 4, 5, 6, 7 and 8, exempt under Rule 16b-3.
F10 Each performance restricted stock unit ("PSU") 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. The performance conditions were satisfied on September 1, 2023. The PSUs vested and were settled on September 15, 2023.
F11 Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 10, exempt under Rule 16b-3.
F12 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.
F13 Persons disclaim beneficial ownership of all securities of SPHR 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.