Statement of Changes in Beneficial Ownership (4)
September 17 2021 - 4:32PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Lustgarten Andrew |
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Sports Corp.
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MSGS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
2 PENNSYLVANIA PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2021 |
(Street)
NEW YORK, NY 10121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/15/2021 | | M | | 1629 | A | $0.00 (1) | 5992 | D | |
Class A Common Stock | 9/15/2021 | | M | | 1800 | A | $0.00 (2) | 7792 | D | |
Class A Common Stock | 9/15/2021 | | M | | 212 | A | $0.00 (3) | 8004 | D | |
Class A Common Stock | 9/15/2021 | | M | | 3434 | A | $0.00 (4) | 11438 | D | |
Class A Common Stock | 9/15/2021 | | F(5) | | 4057 | D | $180.51 | 7381 | D | |
Class A Common Stock | 9/15/2021 | | M | | 4885 | A | $0.00 (6) | 12266 | D | |
Class A Common Stock | 9/15/2021 | | F(7) | | 2803 | D | $180.51 | 9463 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (1) | 9/15/2021 | | M | | | 1629 | (1) | 9/15/2021 | Class A Common Stock | 1629 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 9/15/2021 | | M | | | 1800 | (2) | 9/15/2022 | Class A Common Stock | 1800 | $0.00 | 1800 | D | |
Restricted Stock Units | (3) | 9/15/2021 | | M | | | 212 | (3) | 9/15/2022 | Class A Common Stock | 212 | $0.00 | 212 | D | |
Restricted Stock Units | (4) | 9/15/2021 | | M | | | 3434 | (4) | 9/15/2023 | Class A Common Stock | 3434 | $0.00 | 6869 | D | |
Performance Restricted Stock Units | (6) | 9/15/2021 | | M | | | 4885 | (6) | 9/15/2021 | Class A Common Stock | 4885 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") was granted on August 29, 2018 under the Madison Square Garden Sports Corp. ("MSGS") 2015 Employee Stock Plan (the "2015 Employee Stock Plan") and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2019. One-third of the RSUs vested and were settled on September 15, 2020. The remaining one-third of the RSUs vested and were settled on September 15, 2021. |
(2) | Each RSU was granted on August 29, 2019 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2020. One-third of the RSUs vested and were settled on September 15, 2021. The remaining one-third of the RSUs will vest on September 15, 2022. |
(3) | Each RSU was granted on May 19, 2020 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2020. One-third of the RSUs vested and were settled on September 15, 2021. The remaining one-third of the RSUs will vest on September 15, 2022. |
(4) | Each RSU was granted on August 27, 2020 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2021. One-third of the RSUs will vest on September 15, 2022. The remaining one-third of the RSUs will vest on September 15, 2023. |
(5) | Represents RSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 2, 3 and 4, exempt under Rule 16b-3. |
(6) | Each performance restricted stock unit ("PSU") was granted on August 29, 2018 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 27, 2021 and the PSUs vested and were settled on September 15, 2021. |
(7) | Represents PSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 6 above, exempt under Rule 16b-3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lustgarten Andrew 2 PENNSYLVANIA PLAZA NEW YORK, NY 10121 |
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| President & CEO |
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Signatures
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/s/ Mark C. Cresitello, Attorney-in-Fact for Andrew Lustgarten | | 9/17/2021 |
**Signature of Reporting Person | Date |
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