Statement of Changes in Beneficial Ownership (4)
September 19 2022 - 4:16PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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DOLAN JAMES LAWRENCE |
2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Sports Corp.
[
MSGS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Executive Chairman
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Member of 13(d) Group |
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(Last)
(First)
(Middle)
TWO PENN PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2022 |
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(Street)
NEW YORK, NY 10121-0091
(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 | 9/15/2022 | | M | | 5399 | A | $0.00 (1) | 205732 (2) | D | |
| Class A Common Stock | 9/15/2022 | | M | | 3747 | A | $0.00 (3) | 209479 (2) | D | |
| Class A Common Stock | 9/15/2022 | | M | | 3757 | A | $0.00 (4) | 213236 (2) | D | |
| Class A Common Stock | 9/15/2022 | | M | | 2430 | A | $0.00 (5) | 215666 (2) | D | |
| Class A Common Stock | 9/15/2022 | | F(6) | | 7825 | D | $154.84 | 207841 (2) | D | |
| Class A Common Stock | 9/15/2022 | | M | | 16628 | A | $0.00 (7) | 224469 (2) | D | |
| Class A Common Stock | 9/15/2022 | | F(8) | | 8488 | D | $154.84 | 215981 (2) | D | |
| Class A Common Stock | | | | | | | | 10821 | I (9) | By Spouse |
| Class A Common Stock | | | | | | | | 491 | I (10) | By Minor Children |
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) | 9/15/2022 | | M | | | 5399 | (1) | 9/15/2022 | Class A Common Stock | 5399 | $0.00 | 0 | D | |
| Restricted Stock Units | (3) | 9/15/2022 | | M | | | 3747 | (3) | 9/15/2023 | Class A Common Stock | 3747 | $0.00 | 3747 | D | |
| Restricted Stock Units | (4) | 9/15/2022 | | M | | | 3757 | (4) | 9/15/2024 | Class A Common Stock | 3757 | $0.00 | 7516 | D | |
| Restricted Stock Units | (5) | 9/15/2022 | | M | | | 2430 | (5) | 9/15/2024 | Class A Common Stock | 2430 | $0.00 | 4860 | D | |
| Performance Restricted Stock Units | (7) | 9/15/2022 | | M | | | 16628 | (7) | 9/15/2022 | Class A Common Stock | 16628 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit ("RSU") was granted on August 29, 2019 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 15, 2020. One-third of the RSUs vested and were settled on September 15, 2021. The remaining one-third of the RSUs vested and were settled on September 15, 2022. |
| (2) | Includes shares held jointly with spouse. |
| (3) | 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 vested and were settled on September 15, 2022. The remaining one-thirds of the RSUs are scheduled to vest and settle on September 15, 2023. |
| (4) | Each RSU was granted on August 19, 2021 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, 2022. One-third of the RSUs are scheduled to vest and settle on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024. |
| (5) | Each RSU was granted on April 25, 2022 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, 2022. One-third of the RSUs are scheduled to vest and settle on September 15, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2024. |
| (6) | Represents RSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 3, 4 and 5, exempt under Rule 16b-3. |
| (7) | Each performance restricted stock unit ("PSU") 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. The performance conditions were satisfied on August 30, 2022 and the PSUs vested and were settled on September 15, 2022. |
| (8) | Represents PSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 7 above, exempt under Rule 16b-3. |
| (9) | 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. |
| (10) | Mr. Dolan disclaims beneficial ownership of all securities of MSGS beneficially owned and deemed to be beneficially owned by his minor children and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
DOLAN JAMES LAWRENCE
TWO PENN PLAZA
NEW YORK, NY 10121-0091 | X |
| Executive Chairman | Member of 13(d) Group |
Signatures
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| /s/ James L. Dolan | | 9/19/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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