Form 4 for SPHR Sphere Entertainment Co.
Accepted 2021-07-13 00:00:00 ET · period of report 2021-07-09 · accession 0001209191-21-046532 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-07-13 | 2021-07-09 | SPHR | Sweeney Brian | Dir | A - Grant | — | +4,714 | 3,414 | New | — |
| D | 2021-07-13 | 2021-07-09 | SPHR | Sweeney Brian | Dir | A - Grant | — | +4,654 | 22.4K | +26% | — |
| D | 2021-07-13 | 2021-07-09 | SPHR | Sweeney Brian | Dir | 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 | 3,547 | — | 10,419 | I By Trusts | — | — | (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 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 held directly by Deborah A. Dolan-Sweeney, Brian G. Sweeney's, spouse. Mr. Sweeney disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Deborah A. Dolan-Sweeney and this report shall not deemed to be an admission that he is, 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 | A | A | 4,654 | — | 22,427 | D By Spouse | — | — | (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 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 held directly by Brian G. Sweeney, Deborah A. Dolan-Sweeney's spouse. Ms. Dolan-Sweeney disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Sweeney 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. |
| 3 | Common | Class A Common Stock | 2021-07-09 | A | A | 1,167 | — | 3,414 | I | — | — | (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 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 held in trusts for which Mr. Sweeney serves as co-trustee. Both he and Ms. Dolan-Sweeney disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that they are, for the purposes of Section 16 or for any other purpose, the beneficial owners of such securities. |
| 4 | Derivative | Restricted Stock Units | 2021-07-09 | A | A | 9,632 | — | 11,966 | D | — · — 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. (F2) Securities held directly by Brian G. Sweeney, Deborah A. Dolan-Sweeney's spouse. Ms. Dolan-Sweeney disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Sweeney 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. (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. |