Form 4 for SPHR Sphere Entertainment Co.
Accepted 2021-07-13 00:00:00 ET · period of report 2021-07-09 · accession 0001209191-21-046512 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2021-07-13 | 2021-07-09 | SPHR | DOLAN HELEN A | 10%, Member of 13(d) Group | A - Grant | — | +14.1K | 47.7K | +42% | — |
| DI | 2021-07-13 | 2021-07-09 | SPHR | DOLAN HELEN A | 10%, Member of 13(d) Group | A - Grant | — | +116.3K | 214.5K | +118% | — |
| D | 2021-07-13 | 2021-07-09 | SPHR | DOLAN HELEN A | 10%, Member of 13(d) Group | A - Grant | — | +9,632 | 12.0K | +413% | — |
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 | A | A | 14,144 | — | 47,716 | I By CFD 2009 Revocable Trust | — | — | (F1) Represents shares of Class A Common Stock and Class B Common Stock 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"), a transaction exempt under Rule 16b-3, and 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) 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. (F3) Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. |
| 2 | Derivative | Class B Common Stock | 2021-07-09 | A | A | 116,299 | — | 214,521 | I | — · — to — | 116,299 Class A Common Stock | (F1) Represents shares of Class A Common Stock and Class B Common Stock 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"), a transaction exempt under Rule 16b-3, and 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) 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. (F3) Charles F. Dolan is a co-trustee and beneficiary of the Charles F. Dolan 2009 Revocable Trust. (F8) 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. |
| 3 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 9,632 | — | 11,966 | D By CFD 2009 Revocable Trust | — · — to — | 9,632 Class A Common Stock | (F6) Represents MSGE restricted stock units ("MSGE RSUs") acquired as a result of the conversion of MGSN restricted stock units ("MSGN RSUs") pursuant to the Merger, a transaction exempt under Rule 16b-3. The MSGE RSUs are calculated based on (x) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSUs, multiplied by (y) 0.172. (F4) Securities held directly by Charles F. Dolan, Helen A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities in which she has a direct pecuniary interest) 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. (F5) Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. (F7) The MSGE RSUs are fully vested and will be settled in stock or in cash on the first business day 90 days after service on the MSGE Board of Directors ceases. |