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*
Haughton Jamal H

(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(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
X Officer (give title below) Other (specify below)
EVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2023
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, par value $0.01 04/20/2023 J(1) 1,311(1) A $0.00 1,311(1) D
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 (2) 04/20/2023 J(2) 5,356(2) (3) 09/15/2024 Class A Common Stock 5,356 $0.00 5,356(2) D
Restricted Stock Units (2) 04/20/2023 J(2) 10,698(2) (4) 09/15/2025 Class A Common Stock 10,698 $0.00 10,698(2) D
Explanation of Responses:
1. Represents Class A Common Stock received by the Reporting Person in connection with the distribution by Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as "SPHR") of outstanding common stock of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc. and referred to herein as "MSGE") to SPHR's stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3.
2. Represents restricted stock units ("RSUs") received by the Reporting Person in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-3 and 16b-6. The Reporting Person received one MSGE RSU in respect of every one SPHR RSU. Each RSU is granted under the MSGE 2023 Employee Stock Plan and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent.
3. Pursuant to the terms of the Reporting Person's SPHR RSU award dated April 20, 2022, 5,356 RSUs will vest and settle in two equal installments on September 15, 2023 and September 15, 2024.
4. Pursuant to the terms of the Reporting Person's SPHR RSU award dated August 31, 2022, 10,698 RSUs will vest and settle in three equal installments on September 15, 2023, September 15, 2024 and September 15, 2025.
Remarks:
/s/ Mark C. Cresitello, Attorney-in-Fact for Jamal H. Haughton 04/21/2023
** 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).
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.