Sphere Entertainment Co. — Director's Dealing 2024

Sep 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sphere Entertainment Co. (SPHR)
CIK: 0001795250
Period of Report: 2024-09-13

Reporting Person: DOLAN JAMES LAWRENCE (N/A)
Reporting Person: Dolan Kristin A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-13	Class A Common Stock	M	22993	—	Acquired	837338	Direct
2024-09-13	Class A Common Stock	M	5253	—	Acquired	842591	Direct
2024-09-13	Class A Common Stock	M	32917	—	Acquired	875508	Direct
2024-09-13	Class A Common Stock	M	26896	—	Acquired	902404	Direct
2024-09-13	Class A Common Stock	F	44952	$42.23	Disposed	857452	Direct
2024-09-13	Class A Common Stock	M	68979	—	Acquired	926431	Direct
2024-09-13	Class A Common Stock	M	15757	—	Acquired	942188	Direct
2024-09-13	Class A Common Stock	F	43256	$42.23	Disposed	898932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-13	Restricted Stock Units	$	M	22993	Disposed	2024-09-13	Class A Common Stock (22993)	Direct
2024-09-13	Restricted Stock Units	$	M	5253	Disposed	2024-09-13	Class A Common Stock (5253)	Direct
2024-09-13	Restricted Stock Units	$	M	32917	Disposed	2025-09-15	Class A Common Stock (32917)	Direct
2024-09-13	Restricted Stock Units	$	M	26896	Disposed	2026-09-15	Class A Common Stock (26896)	Direct
2024-09-13	Performance Restricted Stock Units	$	M	68979	Disposed	2024-09-13	Class A Common Stock (68979)	Direct
2024-09-13	Performance Restricted Stock Units	$	M	15757	Disposed	2024-09-13	Class A Common Stock (15757)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14119	Indirect
Class A Common Stock	746	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") was granted on August 27, 2021 under the Sphere Entertainment Co. ("SPHR") 2020 Employee Stock Plan, as amended (the "2020 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 vested and were settle on September 15, 2023. The remaining one-third of the RSUs vested and were settled on September 13, 2024.

F2: Includes shares held jointly with spouse.

F3: Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

F4: Each RSU was granted on April 20, 2022 under the 2020 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 vested and were settled on September 15, 2023. The remaining one-third of the RSUs vested and were settled on September 13, 2024.

F5: Each RSU was granted on August 31, 2022 under the 2020 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, 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.

F6: Each RSU was granted on September 1, 2023 under the 2020 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, 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.

F7: Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 4, 5 and 6, exempt under Rule 16b-3.

F8: Each performance restricted stock unit ("PSU") was granted on August 27, 2021 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target on March 27, 2024. The PSUs vested and were settled on September 13, 2024.

F9: Each PSU was granted on April 20, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target on March 27, 2024. The PSUs vested and were settled on September 13, 2024.

F10: Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnotes 8 and 9, exempt under Rule 16b-3.

F11: Securities held directly 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.

F12: The reporting persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and this report shall not be deemed an admission that reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.