SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY

(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NY 11797

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Entertainment Corp. [ MSGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 13(d) Group
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/17/2020 J(1) 1,000 D (1) 0 I(2) By Madison Square Garden Sports Corp. and its subsidiaries
Class A Common Stock 04/17/2020 J(3) V 15,954 A (3) 15,954(4) D(5)
Class A Common Stock 04/17/2020 J(3) V 29,249 A (3) 29,249(4) D(6)
Class A Common Stock 04/17/2020 J(3) V 13,295 A (3) 13,295(4) D(7)
Class A Common Stock 04/17/2020 J(3) V 15,954 A (3) 15,954(4) D(8)
Class A Common Stock 04/17/2020 J(3) V 15,954 A (3) 15,954(4) D(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (10) 04/17/2020 J(11) V 306,327 (10) (10) Class A Common Stock 306,327 (11) 306,327(4) D(5)
Class B Common Stock (10) 04/17/2020 J(11) V 604,324 (10) (10) Class A Common Stock 604,324 (11) 604,324(4) D(6)
Class B Common Stock (10) 04/17/2020 J(11) V 308,986 (10) (10) Class A Common Stock 308,986 (11) 308,986(4) D(7)
Class B Common Stock (10) 04/17/2020 J(11) V 306,327 (10) (10) Class A Common Stock 306,327 (11) 306,327(4) D(8)
Class B Common Stock (10) 04/17/2020 J(11) V 296,934 (10) (10) Class A Common Stock 296,934 (11) 296,934(4) D(9)
1. Name and Address of Reporting Person*
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY

(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NY 11797

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN

(Last) (First) (Middle)
KNICKERBOCKER GROUP LLC
PO BOX 420

(Street)
OYSTER BAY NY 11771

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN

(Last) (First) (Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NY 11797

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN

(Last) (First) (Middle)
C/O RICHARD BACCARI
MLC VENTURES LLC, PO BOX 1014

(Street)
YORKTOWN HEIGHTS NY 10598

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER

(Last) (First) (Middle)
C/O RICHARD BACCARI
MLC VENTURES LLC, PO BOX 1014

(Street)
YORKTOWN HEIGHTS NY 10598

(City) (State) (Zip)
Explanation of Responses:
1. Relates to the spin-off of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc., and referred to herein as "MSGE") from Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company, and referred to herein as "MSGS"), which occurred on April 17, 2020. To effect the spin-off, the issued and outstanding common stock of MSGE of 1,000 shares of common stock was recapitalized into 19,461,991 shares of MSGE's Class A common stock and 4,529,517 shares of MSGE's Class B common stock in a transaction exempt under Rule 16b-7. MSGS distributed all of the outstanding MSGE common stock to its stockholders (the "Distribution") in a transaction exempt under Rule 16a-9. As a result of the Distribution, MSGS no longer beneficially owns any shares of MSGE and consequently is no longer subject to the requirements of Section 16 of the the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to MSGE.
2. The Reporting Persons are members of a "group" with respect to certain securities of MSGS for purposes of Section 13(d) of the Exchange Act. As such, the Reporting Persons may have been deemed to beneficially own MSGE shares held directly by MSGS and its subsidiaries.
3. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
4. Reflects transfer of shares previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13.
5. These securities are owned solely by the Charles F. Dolan Children 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 Exchange Act. Each of the other reporting persons disclaims 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.
6. These securities are owned solely by the Charles F. Dolan Children 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 Exchange Act. Each of the other reporting persons disclaims 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. These securities are owned solely by the Charles F. Dolan Children 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 Exchange Act. Each of the other reporting persons disclaims 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.
8. These securities are owned solely by the Charles F. Dolan Children 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 Exchange Act. Each of the other reporting persons disclaims 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.
9. These securities are owned solely by the Charles F. Dolan Children 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 Exchange Act. Each of the other reporting persons disclaims 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.
10. MSGE Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into MSGE Class A Common Stock (the "Class A Common Stock").
11. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
Remarks:
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/20/2020
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/20/2020
CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/20/2020
CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/20/2020
CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER By: /s/ Brian G. Sweeney, as Attorney-in-Fact 04/20/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.