Form 4 for SPHR Sphere Entertainment Co.
Accepted 2021-07-13 00:00:00 ET · period of report 2021-07-09 · accession 0001209191-21-046519 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-13 | 2021-07-09 | SPHR | GREENBERG ANDREA | Pres, CEO-MSG Networks | A - Grant | — | +29.8K | 30.1K | +12,382% | — |
| DM | 2021-07-13 | 2021-07-09 | SPHR | GREENBERG ANDREA | Pres, CEO-MSG Networks | A - Grant | — | +102.4K | 4,107 | 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 | A | A | 29,840 | — | 30,081 | D | — | — | (F1) Represents shares of Class A Common Stock of Madison Square Garden Entertainment Corp. ("MSGE") acquired as a result of the conversion of shares of Class A Common Stock 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 multiplied by (y) 0.172, and rounded up to the nearest 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. |
| 2 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 28,499 | — | 28,499 | D | — · — to — | 28,499 Class A Common Stock | (F3) 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. (F2) Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. (F4) The MSGE RSUs are scheduled to vest and settle in three equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. |
| 3 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 28,499 | — | 28,499 | D | — · — to — | 28,499 Class A Common Stock | (F3) 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. (F2) Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. (F5) The MSGE RSUs are scheduled to vest and settle on September 15, 2023. |
| 4 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 17,405 | — | 17,405 | D | — · — to — | 17,405 Class A Common Stock | (F3) 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. (F2) Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. (F6) The MSGE RSUs are scheduled to vest and settle on September 15, 2022. |
| 5 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 11,603 | — | 11,603 | D | — · — to — | 11,603 Class A Common Stock | (F3) 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. (F2) 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 scheduled to vest and settle in two equal installments on September 15, 2021 and September 15, 2022. |
| 6 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 12,322 | — | 12,322 | D | — · — to — | 12,322 Class A Common Stock | (F3) 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. (F2) Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. (F8) The MSGE RSUs are scheduled to vest and settle on September 15, 2021. |
| 7 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 4,107 | — | 4,107 | D | — · — to — | 4,107 Class A Common Stock | (F3) 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 (assuming any performance conditions are achieved at 100% of target), multiplied by (y) 0.172. (F2) Each restricted stock unit represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. (F8) The MSGE RSUs are scheduled to vest and settle on September 15, 2021. |