James Lawrence Dolan Transfers Shares of Madison Square Garden Entertainment Corp (MSGE) — SEC Form 4, May 08, 2023

SEC Form 4 · No Market Transaction
Other Transaction

Non-market transaction reported.

Reporting Owner
TXN 2023-05-04 · FILED 2023-05-08
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2023-05-08
Report Date
2023-05-04
Accession No.
0001209191-23-027916
Accepted At
2023-05-08 20:05 UTC
Reporting Owner
Name Relationship
James Lawrence Dolan CIK 0000933028
Director CEO Member of 13(d) Group
James Lawrence Dolan at Madison Square Garden Entertainment Corp Full insider history
Bought (12 mo) —
Sold (12 mo) —
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Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Options (Right to Buy)F1F2F1F2F3F4 $55.69 2023-05-04 J - Other 184,150 A $0.00 2024-03-15 184,150 Class A Common Stock Direct
Options (Right to Buy)F1F2F1F2F3F4 $67.54 2023-05-04 J - Other 146,349 A $0.00 2025-03-01 146,349 Class A Common Stock Direct
Options (Right to Buy)F1F2F1F2F3F4 $78.32 2023-05-04 J - Other 108,630 A $0.00 2026-02-25 108,630 Class A Common Stock Direct
Options (Right to Buy)F1F2F1F2F3F4 $44.78 2023-05-04 J - Other 191,110 A $0.00 2027-02-26 191,110 Class A Common Stock Direct
Footnotes (4)
F1
In connection with the Distribution (as defined below), all outstanding options (each, a "SPHR option") held by the Reporting Person to purchase shares of Class A Common Stock of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as "SPHR") were adjusted pursuant to the anti-dilution provisions of the SPHR 2020 Employee Stock Plan, as amended, such that the Reporting Person received one option to purchase shares of Class A Common Stock of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc. and referred to herein as "MSGE") for each SPHR option held at the time of the Distribution. Show more
F2
The exercise price was determined by allocating the exercise price for the SPHR option under the SPHR 2020 Employee Stock Plan, as amended, between the outstanding SPHR option and the newly granted MSGE option based upon the volume weighted average prices of the SPHR Class A Common Stock and the MSGE Class A Common Stock over the ten trading days immediately following the distribution by SPHR of outstanding common stock of MSGE to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3. Such adjustments were designed to preserve the value associated with the SPHR option prior to the Distribution. Show more
F3
Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Distribution and granted pursuant to the MSGE 2023 Employee Stock Plan in a transaction exempt under Rules 16a-9 and 16b-3. Show more
F4
Pursuant to the terms of the Reporting Person's SPHR options award, the entire award had vested and was fully exercisable as of the date of this filing. Show more
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