13D Filings
Sphere Entertainment Co.
SPHR
Amendment
Ownership

12.30%

Total Shares

4,052,862

Issuer CIK

1795250

CUSIP

55826T102

Event Date

Dec 27, 2024

Accepted

Dec 31, 2024, 09:12 PM

Reporting Persons (22)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts
Individual
12.30%4,052,8623,4534,049,409
James L. Dolan
Individual
11.40%3,598,3031,569,7722,028,531
Kathleen M. Dolan, individually and as Trustee of certain trusts described herein
Individual
11.10%3,589,83518,6323,571,203
Corby Dolan Leinauer, as a Trustee of each of the 2009 Family Trusts
Individual
11.00%3,557,9141923,557,722
Paul J. Dolan, as a Trustee of the Charles F. Dolan Children Trusts FBO Kathleen M. Dolan and James L. Dolan
Individual
4.90%1,495,68446,6071,449,077
Deborah A. Dolan-Sweeney
Individual
4.90%1,490,15710,4191,479,738
Marianne Dolan Weber
Individual
4.00%1,188,41011,6061,176,804
Thomas C. Dolan
Individual
3.90%1,177,14229,3551,147,787
Charles F. Dolan 2009 Family Trust FBO James L. Dolan
Other
3.50%1,053,2831,053,2830
Charles F. Dolan Children Trust FBO James L. Dolan
Other
3.20%960,498960,4980
Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber
Other
2.20%653,144653,1440
Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan
Other
2.20%659,208659,2080
Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan
Other
2.10%621,308621,3080
Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney
Other
1.90%568,248568,2480
Charles F. Dolan Children Trust FBO Thomas C. Dolan
Other
1.70%488,579488,5790
Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney
Other
1.70%488,579488,5790
Charles F. Dolan Children Trust FBO Kathleen M. Dolan
Other
1.70%488,579488,5790
Charles F. Dolan Children Trust FBO Marianne Dolan Weber
Other
1.60%474,339474,3390
Charles F. Dolan 2009 Revocable Trust
Other
1.40%397,070397,0700
Ryan Dolan 1989 Trust
Other
0.10%7,6597,6590
Tara Dolan 1989 Trust
Other
0.10%7,6597,6590
Charles F. Dolan
Individual
0.00%000
Disclosure Items (7)

Security Title

Class A Common Stock, par value $.01 per share

Issuer Name

Sphere Entertainment Co.

Issuer Address

TWO PENNSYLVANIA PLAZA, NEW YORK, NY, 10121

Filing Persons

The disclosure in Item 2(a) is hereby amended to read in its entirety as follows: (a) 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, 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 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; the Tara Dolan 1989 Trust; and the Charles F. Dolan 2009 Revocable Trust (the "CFD 2009 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"), Mary S. Dolan, as a Trustee of the Dolan Children Trust FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts, and Paul J. Dolan, as a Trustee of the Dolan Children Trusts FBO Kathleen M. Dolan and James L. Dolan. Charles F. Dolan passed away on December 28, 2024 and is no longer a Group Member.

Business Address

The disclosure in Item 2(b) is hereby amended to remove information related to Charles F. Dolan.

Principal Occupation

The disclosure in Item 2(c) is hereby amended to remove information related to Charles F. Dolan.

Convictions

See the Original Schedule 13D, as amended.

Citizenship

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. 4 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. 3, 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. 4). 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. On March 4 2024, Mr. James Dolan purchased an aggregate of 110,156 shares of Class A Common Stock for investment purposes with personal funds. The aggregate purchase price of the shares of was $5,164,267.50, including brokerage commissions. On March 11, 2024, Mr. James Dolan exercised options to purchase 184,150 shares of Class A Common Stock for investment purposes with personal funds. The aggregate exercise price of the options was $8,815,260.50. On September 13, 2024, Mr. James Dolan acquired 84,587 shares of Class A Common Stock following the vesting and settlement of restricted stock units and performance restricted stock units granted to him.

Percentage of Class

The disclosure in Item 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 8,829,140 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,962,386 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 24.4% 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 58,744 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 each 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 28,926,507 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 Securities and Exchange Commission on November 12, 2024. The information contained in Item 4 of this Amendment No. 4 is incorporated by reference. See the responses to Items 7 through 13 of each cover page to this Amendment No. 4, which are incorporated by reference and provide updated information about the Reporting Persons' beneficial ownership as of December 31, 2024.

Number of Shares

See Item 5(a) above

Transactions

Not applicable.

Shareholders

See the Original Schedule 13D, as amended.

Date of 5% Ownership

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.4 in appropriate numerical order: Exhibit B.4: Joint Filing Agreement, dated December 31, 2024

Sphere Entertainment Co. — Schedule 13D | 13D Filings