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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001193125-23-127417 0000935761 XXXXXXXX LIVE 3 Class A Common Stock, par value $0.01 per share 12/28/2024 false 0001952073 558256103 Madison Square Garden Entertainment Corp. TWO PENNSYLVANIA PLAZA New York NY 10121 Samantha H. Crispin 212-408-2500 Baker Botts L.L.P. 30 Rockefeller Plaza New York NY 10112 Quentin W. Wiest 212-408-2500 Baker Botts L.L.P. 30 Rockefeller Plaza New York NY 10112 0000935761 N Charles F. Dolan PF OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN 0000933028 N James L. Dolan a OO N X1 913846.00 2040732.00 913846.00 2040732.00 2954578.00 Y 6.7 IN Excludes 4,679,397 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Thomas C. Dolan a OO N X1 369708.00 1147787.00 369708.00 1147787.00 1517495.00 Y 3.6 IN Excludes 5,745,841 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Kathleen M. Dolan, individually and as Trustee of certain trusts described herein a OO N X1 18632.00 3571203.00 18632.00 3571203.00 3589835.00 Y 8.0 IN Excludes 3,473,331 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Marianne Dolan Weber a OO N X1 19747.00 1176804.00 19747.00 1176804.00 1196551.00 Y 2.8 IN Excludes 5,770,176 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Deborah A. Dolan-Sweeney a OO N X1 10419.00 1515284.00 10419.00 1515284.00 1525703.00 Y 3.6 IN Excludes 5,499,148 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Corby Dolan Leinauer, as a Trustee of each of the 2009 Family Trusts OO N X1 192.00 3557722.00 192.00 3557722.00 3557914.00 Y 7.9 IN Excludes 3,345,153 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Corby Dolan Leinauer disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts OO N X1 3453.00 4049409.00 3453.00 4049409.00 4052862.00 Y 8.9 IN Excludes 2,880,761 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan 2009 Revocable Trust a OO N X1 414843.00 0.00 414843.00 0.00 414843.00 Y 1.0 OO Excludes 6,525,070 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Revocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan Children Trust FBO Kathleen M. Dolan a OO N X1 488579.00 0.00 488579.00 0.00 488579.00 Y 1.2 OO Excludes 6,402,362 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney a OO N X1 488579.00 0.00 488579.00 0.00 488579.00 Y 1.2 OO Excludes 6,402,362 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan Children Trust FBO Marianne Dolan Weber a OO N X1 474339.00 0.00 474339.00 0.00 474339.00 Y 1.1 OO Excludes 6,416,602 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan Children Trust FBO Thomas C. Dolan a OO N X1 488579.00 0.00 488579.00 0.00 488579.00 Y 1.2 OO Excludes 6,398,331 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan Children Trust FBO James L. Dolan a OO N X1 960498.00 0.00 960498.00 0.00 960498.00 Y 2.3 OO Excludes 5,950,598 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan Children Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan 2009 Family Trust FBO James L. Dolan a OO N X1 1053283.00 0.00 1053283.00 0.00 1053283.00 Y 2.5 OO Excludes 5,820,189 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan a OO N X1 659208.00 0.00 659208.00 0.00 659208.00 Y 1.6 OO Excludes 6,214,264 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan a OO N X1 621308.00 0.00 621308.00 0.00 621308.00 Y 1.5 OO Excludes 6,252,164 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber a OO N X1 653144.00 0.00 653144.00 0.00 653144.00 Y 1.5 OO Excludes 6,220,328 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Charles F. Dolan 2009 Family Trust FBO Deborah Dolan-Sweeney a OO N X1 568248.00 0.00 568248.00 0.00 568248.00 Y 1.3 OO Excludes 6,305,224 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Charles F. Dolan 2009 Family Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Ryan Dolan 1989 Trust a OO N X1 7659.00 0.00 7659.00 0.00 7659.00 Y 0.1 OO Excludes 6,859,095 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Ryan Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Y Tara Dolan 1989 Trust a OO N X1 7659.00 0.00 7659.00 0.00 7659.00 Y 0.1 OO Excludes 6,859,095 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Tara Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Class A Common Stock, par value $0.01 per share Madison Square Garden Entertainment Corp. TWO PENNSYLVANIA PLAZA New York NY 10121 This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the "Group Members") who may be deemed to beneficially own all of the shares of Class B Common Stock of Madison Square Garden Entertainment Corp. (the "Issuer"), par value $0.01 per share (the "Class B Common Stock"), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $0.01 per share (the "Class A Common Stock," and together with the Class B Common Stock, the "Common Stock"), and a certain number of shares of Class A Common Stock, in each case as described herein and (ii) certain trustees of such Group Members (the persons referred to in clauses (i) and (ii) collectively, the "Reporting Persons") to, among other things, report changes to the Reporting Persons' beneficial ownership of Class A Common Stock as a result of certain matters described in Item 4. The Schedule 13D (the "Schedule") filed by the original Group Members on April 28, 2023 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 filed September 22, 2023 ("Amendment No. 1") and Amendment No. 2 filed March 19, 2024 ("Amendment No. 2"), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. The names of the Reporting Persons who are Group Members are: James L. Dolan; Thomas C. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the "Dolan Children Trusts" and individually, as a "Dolan Children Trust"), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; the Charles F. Dolan 2009 Revocable Trust (the "CFD 2009 Trust"); the Dolan Children Trust FBO Kathleen M. Dolan; the Dolan Children Trust FBO Marianne Dolan Weber; the Dolan Children Trust FBO Deborah Dolan-Sweeney; the Dolan Children Trust FBO James L. Dolan; the Dolan Children Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; the Ryan Dolan 1989 Trust; and the Tara Dolan 1989 Trust. The Reporting Persons also include Corby Dolan Leinauer, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the "2009 Family Trusts" and individually, a "2009 Family Trust") and Mary S. Dolan, as a Trustee of the Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts. Charles F. Dolan passed away on December 28, 2024 and is no longer a Group Member. The disclosure in Item 2(b) is hereby amended to remove information related to Charles F. Dolan. The disclosure in Item 2(c) is hereby amended to remove information related to Charles F. Dolan. See the Original Schedule 13D, as amended. See the Original Schedule 13D, as amended. See the Original Schedule 13D, as amended. The disclosure in Item 3 is hereby amended by adding the following at the end thereof: The information contained in Item 4 of this Amendment No. 3 is incorporated by reference. The disclosure in Item 4 is hereby amended by adding the following at the end thereof: Charles F. Dolan passed away on December 28, 2024. As a result, as described in Exhibit A to Amendment No. 2, each child of Charles F. Dolan has the power to appoint additional or successor Trustees, including himself or herself, and to remove Trustees with respect to the 2009 Family Trust for his or her benefit. Accordingly, James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney may each be deemed to beneficially own the shares owned of record by the 2009 Family Trust for his or her benefit (as reflected in Items 7 through 13 of each such person's cover page to this Amendment No. 3). Each of them disclaims beneficial ownership of the shares of Class A Common Stock and shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trust for his or her benefit. Further, Brian G. Sweeney may be deemed to beneficially own the shares owned of record by the 2009 Family Trust for the benefit of his spouse, Deborah A. Dolan-Sweeney, and he disclaims beneficial ownership of the shares of Class A Common Stock and shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trust for the benefit of his spouse. The disclosure in Items 5(a) and (b) is hereby amended and supplemented as follows: (a) and (b) As of December 31, 2024, the Group Members may be deemed to beneficially own an aggregate of 8,569,455 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,702,701 shares of Class A Common Stock (inclusive of exercisable options and shares held by the Dolan Family Foundation, for which certain Group Members serve as a director), and (ii) 6,866,754 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 17.5% of the total shares of the Issuer's common stock deemed to be currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,866,754 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders' Agreement (as previously defined in the Schedule 13D). Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 73,493 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that any such person is the beneficial owner of such securities. The percentages used herein with respect to the ownership of Class A Common Stock are calculated based on 41,605,791 outstanding shares of Class A Common Stock as of October 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q that was filed with the SEC on November 8, 2024. The information contained in Item 4 of this Amendment No. 3 is incorporated by reference. See the responses to Items 7 through 13 of each cover page to this Amendment No. 3, which are incorporated by reference and provide updated information about the Reporting Persons' beneficial ownership as of December 31, 2024. See Item 5(a) above Not applicable. See the Original Schedule 13D, as amended. None, except as described herein. See the Original Schedule 13D, as amended. The disclosure in Item 7 is hereby amended by adding the following Exhibit B.3 in appropriate numerical order: Exhibit B.3: Joint Filing Agreement, dated December 31, 2024. Charles F. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 James L. Dolan /s/ James L. Dolan James L. Dolan 12/31/2024 Thomas C. Dolan /s/ Thomas C. Dolan Thomas C. Dolan 12/31/2024 Kathleen M. Dolan, individually and as Trustee of certain trusts described herein /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Marianne Dolan Weber /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Deborah A. Dolan-Sweeney /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Corby Dolan Leinauer, as a Trustee of each of the 2009 Family Trusts /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan 2009 Revocable Trust /s/ Brian G. Sweeney Brian G. Sweeney, Trustee 12/31/2024 Charles F. Dolan Children Trust FBO Kathleen M. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Mary S. Dolan Mary S. Dolan, Trustee 12/31/2024 Charles F. Dolan Children Trust FBO Marianne Dolan Weber /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan Children Trust FBO Thomas C. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan Children Trust FBO James L. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan 2009 Family Trust FBO James L. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Charles F. Dolan 2009 Family Trust FBO Deborah Dolan-Sweeney /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Ryan Dolan 1989 Trust /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 Tara Dolan 1989 Trust /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact 12/31/2024 By: /s/ Brian G. Sweeney Brian G. Sweeney as Attorney-in-Fact