Form 4 for MSGE Madison Square Garden Entertainment Corp.
Accepted 2023-04-21 00:00:00 ET · period of report 2023-04-20 · accession 0001209191-23-025144 · 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 | 2023-04-21 | 2023-04-20 | MSGE | DOLAN JAMES LAWRENCE | CEO, Executive COB, Dir, Member of 13(d) Group | J - Other | — | +26.1K | 0 | New | — |
| D | 2023-04-21 | 2023-04-20 | MSGE | DOLAN JAMES LAWRENCE | CEO, Executive COB, Dir, Member of 13(d) Group | J - Other | — | +306.8K | 306.8K | New | — |
| DM | 2023-04-21 | 2023-04-20 | MSGE | DOLAN JAMES LAWRENCE | CEO, Executive COB, Dir, Member of 13(d) Group | J - Other | $0.00 | +438.2K | 224.6K | New | $0 |
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 | 2023-04-20 | J | A | 746 | — | 746 | I | — | — | (F5) Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. (F3) Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. (F10) The Reporting Person disclaims beneficial ownership of all shares of MSGE beneficially owned or deemed to be beneficially owned by his minor children, and this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 2 | Common | Class A Common Stock | 2023-04-20 | J | A | 306,837 | — | 306,837 | D By Spouse | — | — | (F2) Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3. (F3) Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. (F4) Includes 631 shares held jointly with spouse. |
| 3 | Common | Class A Common Stock | 2023-04-20 | J | A | 14,119 | — | 14,119 | I By Spouse | — | — | (F5) Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9. (F3) Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. (F6) Securities held directly by Reporting Person's spouse and indirectly by Reporting Person. (F7) Reporting Person disclaims beneficial ownership of these securities and this report shall not be 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. |
| 4 | Common | Class A Common Stock | 2023-04-20 | J | A | 12,201 | — | 26,320 | I By Minor Children | — | — | (F8) Represents Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution pursuant to vested SPHR restricted stock units, in a transaction exempt under Rules 16a-9. (F9) Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. Includes shares of SPHR Class A Common Stock received by the Reporting Person's spouse in connection with the Distribution, in an exempt transaction under Rules 16a-9. (F6) Securities held directly by Reporting Person's spouse and indirectly by Reporting Person. (F7) Reporting Person disclaims beneficial ownership of these securities and this report shall not be 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. |
| 5 | Common | Common Stock | 2023-04-20 | J | D | 1,000 | — | 0 | I By Sphere Entertainment Co. and its subsidiaries | — | — | (F1) Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc., and referred to herein as "MSGE") from Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., and referred to herein as "SPHR"), which occurred on April 20, 2023. To effect the spin-off, the issued and outstanding common stock of MSGE was recapitalized into MSGE's Class A common stock ("Class A Common Stock") and Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7, and following such transaction, SPHR distributed Class A Common Stock and Class B Common Stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. |
| 6 | Derivative | Restricted Stock Units | 2023-04-20 | J | A | 58,294 | $0.00 | 58,294 | D | — · — to 2023-09-15 | 58,294 Class A Common Stock | (F12) Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU. (F11) Each restricted stock unit ("RSU") is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. (F13) Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 25, 2020 and August 26, 2020, the RSUs are scheduled to vest and settle on September 15, 2023. |
| 7 | Derivative | Restricted Stock Units | 2023-04-20 | J | A | 56,491 | $0.00 | 56,491 | D | — · — to 2024-09-15 | 56,491 Class A Common Stock | (F12) Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU. (F11) Each restricted stock unit ("RSU") is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. (F14) Pursuant to the terms of Reporting Person's SPHR RSU awards dated August 27, 2021 and April 20, 2022, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2023 and September 15, 2024. |
| 8 | Derivative | Restricted Stock Units | 2023-04-20 | J | A | 98,750 | $0.00 | 98,750 | D | — · — to 2025-09-15 | 98,750 Class A Common Stock | (F12) Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGE RSU in respect of every one SPHR RSU. (F11) Each restricted stock unit ("RSU") is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. (F15) Pursuant to the terms of Reporting Person's SPHR RSU award dated August 31, 2022, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2023, September 15, 2024 and September 15, 2025. |
| 9 | Derivative | Class B Common Stock | 2023-04-20 | J | A | 224,636 | — | 224,636 | D | — · — to — | 224,636 Class A Common Stock | (F16) Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rules 16a-9 and 16b-3. (F3) Reflects a transfer of shares previously owned directly by SPHR and its subsidiaries exempt under Rule 16a-13. (F17) 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. |