1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Each Restricted Stock Unit ("RSU") was granted on April 20, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Employee Stock Plan (the "2023 Employee Stock Plan") in respect of an RSU granted by Sphere Entertainment Co. ("SPHR") on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaning one-half of the RSUs vested and were settled on September 13, 2024.
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(2)
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Each RSU was granted on April 20, 2023 under the 2023 Stock Plan in respect of an RSU granted by SPHR on April 20, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-half of the RSUs vested and were settled on September 15, 2023. The remaning one-half of the RSUs vested and were settled on September 13, 2024.
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(3)
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Each RSU was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an RSU granted by SPHR on August 31, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025.
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(4)
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Each RSU was granted on September 1, 2023 under the 2023 Employee Stock Plan and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2024. One-third of the RSUs are scheduled to vest and settle on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026.
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(5)
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Represents RSUs of MSGE 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.
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(6)
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Each performance restricted stock unit ("PSU") was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a PSU granted by SPHR on August 27, 2021, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2024 and the PSUs vested and were settled on September 13, 2024.
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(7)
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Each PSU was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a PSU granted by SPHR on April 20, 222, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2024 and the PSUs vested and were settled on September 13, 2024.
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(8)
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Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnotes 6 and 7 above, exempt under Rule 16b-3.
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(9)
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Includes shares held jointly with spouse.
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(10)
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Securities held by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
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(11)
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Mr. Dolan disclaims beneficial ownership of all securities of MSGE benificially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.