Form 4 for MSGE Madison Square Garden Entertainment Corp.
Accepted 2023-04-21 00:00:00 ET · period of report 2023-04-20 · accession 0001209191-23-025170 · 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 | 2023-04-21 | 2023-04-20 | MSGE | CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN | Member of 13(d) Group | J - Other | — | +33.6K | 6,718 | New | — |
| DI | 2023-04-21 | 2023-04-20 | MSGE | CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN | Member of 13(d) Group | J - Other | — | -1,000 | 0 | -100% | — |
| DM | 2023-04-21 | 2023-04-20 | MSGE | CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN | Member of 13(d) Group | J - Other | — | +3.52M | 1.05M | 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 | 2023-04-20 | J | A | 6,718 | — | 6,718 | D | — | — | (F2) 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) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 2 | Common | Class A Common Stock | 2023-04-20 | J | A | 6,718 | — | 6,718 | D | — | — | (F2) 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. (F8) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 3 | Common | Class A Common Stock | 2023-04-20 | J | A | 6,718 | — | 6,718 | D | — | — | (F2) 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. (F5) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 4 | Common | Class A Common Stock | 2023-04-20 | J | A | 6,718 | — | 6,718 | D | — | — | (F2) 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. (F4) These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 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 | Common | Class A Common Stock | 2023-04-20 | J | A | 6,718 | — | 6,718 | D | — | — | (F2) 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. (F7) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 7 | Derivative | Class B Common Stock | 2023-04-20 | J | A | 646,426 | — | 646,426 | D | — · — to — | 646,426 Class A Common Stock | (F10) Represents Class B 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. (F8) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. (F9) Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock. |
| 8 | Derivative | Class B Common Stock | 2023-04-20 | J | A | 652,490 | — | 652,490 | D | — · — to — | 652,490 Class A Common Stock | (F10) Represents Class B 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) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. (F9) Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock. |
| 9 | Derivative | Class B Common Stock | 2023-04-20 | J | A | 614,590 | — | 614,590 | D | — · — to — | 614,590 Class A Common Stock | (F10) Represents Class B 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. (F7) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. (F9) Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock. |
| 10 | Derivative | Class B Common Stock | 2023-04-20 | J | A | 561,530 | — | 561,530 | D | — · — to — | 561,530 Class A Common Stock | (F10) Represents Class B 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. (F4) These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. (F9) Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock. |
| 11 | Derivative | Class B Common Stock | 2023-04-20 | J | A | 1,046,565 | — | 1,046,565 | D | — · — to — | 1,046,565 Class A Common Stock | (F10) Represents Class B 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. (F5) These securities are owned solely by the Charles F. Dolan 2009 Family 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. (F9) Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock. |