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
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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*
Lustgarten Andrew

(Last) (First) (Middle)
2 PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Sports Corp. [ MSGS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Class A Common Stock 03/31/2023 M 3,435 A $0.00(1) 19,942 D
Class A Common Stock 03/31/2023 M 6,890 A $0.00(2) 26,832 D
Class A Common Stock 03/31/2023 M 1,334 A $0.00(3) 28,166 D
Class A Common Stock 03/31/2023 M 12,439 A $0.00(4) 40,605 D
Class A Common Stock 03/31/2023 F(5) 12,611 D $194.85 27,994 D
Class A Common Stock 6,000 I BY LLC(6)
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
Restricted Stock Units (1) 03/31/2023 M 3,435 (1) 03/31/2023 Class A Common Stock 3,435 $0.00 0 D
Restricted Stock Units (2) 03/31/2023 M 6,890 (2) 03/31/2023 Class A Common Stock 6,890 $0.00 0 D
Restricted Stock Units (3) 03/31/2023 M 1,334 (3) 03/31/2023 Class A Common Stock 1,334 $0.00 0 D
Restricted Stock Units (4) 03/31/2023 M 12,439 (4) 03/31/2023 Class A Common Stock 12,439 $0.00 0 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on August 27, 2020 under the Madison Square Garden Sports Corp. ("MSGS") 2015 Employee Stock Plan (the "2015 Employee Stock Plan") and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs vested and were settled on September 15, 2022. The remaining one-third of the RSUs vested on January 1, 2023 and were settled on March 31, 2023.
2. Each RSU was granted on August 19, 2021 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. The remaining two-thirds of the RSUs vested on January 1, 2023 and were settled on March 31, 2023.
3. Each RSU was granted on April 25, 2022 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. The remaining two-thirds of the RSUs vested on January 1, 2023 and were settled on March 31, 2023.
4. Each RSU was granted on August 29,2022 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The RSUs vested on January 1, 2023 and were settled on March 31, 2023.
5. Represents RSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1,2,3 and 4 above, exempt under Rule 16b-3.
6. The reporting person has direct pecuniary interest in 1,938 shares. The reporting person disclaims beneficial ownership of 4,062 shares of which he does not have a pecuniary interest.
Remarks:
Andrew Lustgarten ceased being an employee of the Issuer on January 1, 2023 and joined the Issuer's Board of Directors on the same day.
/s/ Mark C. Cresitello, Attorney-in-Fact for Andrew Lustgarten 04/04/2023
** 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).
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