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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GREENBERG ANDREA
  2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [SPHR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President/CEO-MSG Networks
(Last)
(First)
(Middle)
11 PENNSYLVANIA PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
08/27/2024
(Street)

NEW YORK, NY 10121		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Class A Common Stock 08/27/2024   M(1)   687 A $ 0 (2) 77,336.979 D  
Class A Common Stock 08/27/2024   F(1)   687 D $ 49.04 76,649.979 D  
Class A Common Stock 08/27/2024   M(1)   687 A $ 0 (2) 77,336.979 D  
Class A Common Stock 08/27/2024   F(1)   687 D $ 49.04 76,649.979 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Restricted Stock Units (2) 08/27/2024   A   14,318     (3) 09/15/2027 Class A Common Stock 14,318 $ 0 14,318 D  
Restricted Stock Units (2) 08/27/2024   M(1)     687   (3) 09/15/2027 Class A Common Stock 687 $ 0 13,631 D  
Restricted Stock Units (2) 08/27/2024   A   14,318     (4) 09/15/2027 Class A Common Stock 14,318 $ 0 14,318 D  
Restricted Stock Units (2) 08/27/2024   M(1)     687   (4) 09/15/2027 Class A Common Stock 687 $ 0 13,631 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREENBERG ANDREA
11 PENNSYLVANIA PLAZA
NEW YORK, NY 10121		       President/CEO-MSG Networks  

Signatures

 /s/ Mark C. Cresitello, Attorney-in-Fact for Andrea Greenberg   08/29/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents restricted stock units ("RSUs") of Sphere Entertainment Co. ("SPHR") withheld to satisfy FICA tax withholding obligations arising in connection with the RSUs described in footnote 2 as a result of certain vesting rights contained in the Reporting Person's employment agreement, exempt under Rule 16b-3.
(2) Each RSU is granted under the Sphere Entertainment Co. 2020 Employee Stock Plan, as amended, and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof.
(3) The RSUs are scheduled to vest and settle in three equal installments on September 15, 2025, September 15, 2026 and September 15, 2027.
(4) The RSUs are scheduled to vest and settle on September 15, 2027.

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