4//SEC Filing
RYAN DOLAN 1989 TRUST 4
Accession 0001209191-20-025147
CIK 0001795250other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 5:40 PM ET
Size
14.6 KB
Accession
0001209191-20-025147
Insider Transaction Report
Form 4
Transactions
- Other
Class B Common Stock
2020-04-17+5,052→ 5,052 total→ Class A Common Stock (5,052 underlying) - Other
Common Stock
2020-04-17−1,000→ 0 total(indirect: By Madison Square Garden Sports Corp. and its subsidiaries) - Other
Class B Common Stock
2020-04-17+5,052→ 5,052 total→ Class A Common Stock (5,052 underlying)
Transactions
- Other
Common Stock
2020-04-17−1,000→ 0 total(indirect: By Madison Square Garden Sports Corp. and its subsidiaries) - Other
Class B Common Stock
2020-04-17+5,052→ 5,052 total→ Class A Common Stock (5,052 underlying) - Other
Class B Common Stock
2020-04-17+5,052→ 5,052 total→ Class A Common Stock (5,052 underlying)
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]Madison Square Garden Entertainment Corp. Class B Common Stock (the "Class B Common Stock") is convertible at the option of the holder on a share for share basis into Madison Square Garden Entertainment Corp. Class A Common Stock (the "Class A Common Stock").
- [F4]Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
- [F5]Reflects transfer of shares of Class B Common Stock previously owned directly by MSGS and its subsidiaries exempt under Rule 16a-13.
- [F6]These securities are owned solely by the Ryan Dolan 1989 Trust, which is a member of a "group" with the other reporting person for purposes of Section 13(d) of the Exchange Act. The other reporting person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F7]These securities are owned solely by the Tara Dolan 1989 Trust, which is a member of a "group" with the other reporting person for purposes of Section 13(d) of the Exchange Act. The other reporting person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Madison Square Garden Entertainment Corp.
CIK 0001795250
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001505841
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 5:40 PM ET
- Size
- 14.6 KB