Sec Form 4 Filing - DOLAN JAMES LAWRENCE @ Sphere Entertainment Co. - 2025-01-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DOLAN JAMES LAWRENCE
2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Executive Chairman and CEO/Member of 13(d) Group
(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2025
(Street)
NEW YORK, NY10121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Options (Rights to Buy) $ 41.37 01/08/2025 A 984,700 ( 1 ) ( 2 ) 01/08/2035 Class A Common Stock 984,700 $ 0 984,700 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN JAMES LAWRENCE
TWO PENNSYLVANIA PLAZA
NEW YORK, NY10121
X X Executive Chairman and CEO Member of 13(d) Group
Dolan Kristin A
TWO PENNSYLVANIA PLAZA
NEW YORK, NY10121
X X
Signatures
/s/ James L. Dolan 01/10/2025
Signature of Reporting Person Date
/s/ Mark C. Cresitello, Attorney-in-Fact for Kristen A. Dolan 01/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock options were granted on January 8, 2025 under the Sphere Entertainment Co. 2020 Employee Stock Plan, as amended, and represents the option to purchase Class A Common Stock.
( 2 )If James L. Dolan has remained employed by, or provided services to, the Issuer or any of its subsidiaries through January 8, 2028 (subject to certain limited exceptions), then 25% of the stock options will vest during a performance period ended January 8, 2030 upon achievement of each of the following stock price hurdles (based on a rolling 30 consecutive trading day average closing price of the Issuer's Class A Common Stock): $75.00, $100.00, $125.00 and $150.00.
( 3 )Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities in which she has a direct pecuniary interest) and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

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).

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