Form 4 for SPHR Sphere Entertainment Co.
Accepted 2021-07-13 00:00:00 ET · period of report 2021-07-09 · accession 0001209191-21-046508 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-07-13 | 2021-07-09 | SPHR | CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN | Member of 13(d) Group | J - Other | — | +46.7K | 24.2K | New | — |
| DM | 2021-07-13 | 2021-07-09 | SPHR | CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN | Member of 13(d) Group | J - Other | — | +940.6K | 916.2K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-07-09 | J | A | 8,233 | — | 24,187 | D | — | — | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F5) Securities owned solely by the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 2 | Common | Class A Common Stock | 2021-07-09 | J | A | 6,861 | — | 20,156 | D | — | — | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F4) Securities owned solely by the Charles F. Dolan Children Trust FBO Thomas C. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 3 | Common | Class A Common Stock | 2021-07-09 | J | A | 15,093 | — | 44,342 | D | — | — | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F3) Securities owned solely by the Charles F. Dolan Children Trust FBO James L. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 4 | Common | Class A Common Stock | 2021-07-09 | J | A | 8,233 | — | 24,187 | D | — | — | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F2) Securities owned solely by the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 5 | Common | Class A Common Stock | 2021-07-09 | J | A | 8,233 | — | 24,187 | D | — | — | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F6) Securities owned solely by the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 6 | Derivative | Class B Common Stock | 2021-07-09 | J | A | 158,065 | — | 464,392 | D | — · — to — | 158,065 Class A Common Stock | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F2) Securities owned solely by the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. (F7) MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock. |
| 7 | Derivative | Class B Common Stock | 2021-07-09 | J | A | 159,437 | — | 468,423 | D | — · — to — | 159,437 Class A Common Stock | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F4) Securities owned solely by the Charles F. Dolan Children Trust FBO Thomas C. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. (F7) MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock. |
| 8 | Derivative | Class B Common Stock | 2021-07-09 | J | A | 158,065 | — | 464,392 | D | — · — to — | 158,065 Class A Common Stock | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F5) Securities owned solely by the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. (F7) MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock. |
| 9 | Derivative | Class B Common Stock | 2021-07-09 | J | A | 153,218 | — | 450,152 | D | — · — to — | 153,218 Class A Common Stock | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F6) Securities owned solely by the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. (F7) MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock. |
| 10 | Derivative | Class B Common Stock | 2021-07-09 | J | A | 311,832 | — | 916,156 | D | — · — to — | 311,832 Class A Common Stock | (F1) Represents shares of Class A Common Stock and Class B Common Stock, as applicable, of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock and Class B Common Stock, respectively, of MSG Networks Inc. ("MSGN") pursuant to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSGE, Broadway Sub Inc. and MSGN (the "Merger"), calculated based on (x) the number of shares of MSGN Class A Common Stock or MSGN Class B Common Stock, respectively, multiplied by (y) 0.172, and rounded up to the next whole share. On July 8, 2021 (the day prior to the Merger), the closing price of one share of MSGE Class A Common Stock was $82.28. (F3) Securities owned solely by the Charles F. Dolan Children Trust FBO James L. Dolan, which is a member of a "group" with the other reporting persons for purposes of Section 13(d) of the Exchange Act. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. (F7) MSGE Class B Common Stock is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock. |