| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
MSG Rangers Corp. [ MSGR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 10/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/26/2026 | J(1) | 4,469(1) | A | $0.00 | 4,469(1) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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) | 10/26/2026 | J(3) | 624(3) | (4) | 09/15/2027 | Class A Common Stock | 624(3) | $0.00 | 624(3) | D | ||||
| Restricted Stock Units | (2) | 10/26/2026 | J(3) | 1,252(3) | (5) | 09/15/2028 | Class A Common Stock | 1,252(3) | $0.00 | 1,252(3) | D | ||||
| Restricted Stock Units | (2) | 10/26/2026 | J(3) | 938(3) | (6) | 09/15/2029 | Class A Common Stock | 938(3) | $0.00 | 938(3) | D | ||||
| Explanation of Responses: |
| 1. Represents Class A Common Stock of MSG Rangers Corp. (formerly MSGS Spinco, Inc., and referred to herein as "MSGR") received by the Reporting Person in connection with the distribution by MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp., and referred to herein as "MSGK") of outstanding common stock of MSGR to MSGK stockholders, effected on October 26, 2026 (the "Distribution"), in a transaction exempt under Rules 16a-9 and 16b-3. In the Distribution, MSGK distributed one share of MSGR's Class A common stock ("Class A Common Stock") and one share of MSGR's Class B common stock to MSGK stockholders for every two shares of MSGK Class A common stock and MSGK Class B common stock, respectively, in a transaction exempt under Rule 16a-9. |
| 2. Each restricted stock unit ("RSU") is granted under the MSGR 2026 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. |
| 3. Reflects the acquisition of RSUs in connection with the Distribution in a transaction exempt under Rules 16a-9, 16b-6 and 16b-3. Reporting Person received one MSGR RSU in respect of every two MSGK RSUs. |
| 4. Pursuant to the terms of the Reporting Person's MSGK RSU award dated August 29, 2024, the RSUs are scheduled to vest and settle on September 15, 2027. |
| 5. Pursuant to the terms of the Reporting Person's MSGK RSU award dated August 21, 2025, the RSUs are scheduled to vest and settle in two equal installments on September 15, 2027 and September 15, 2028. |
| 6. Pursuant to the terms of the Reporting Person's MSGK RSU award dated August 26, 2026, the RSUs are scheduled to vest and settle in three equal installments on September 15, 2027, September 15, 2028 and September 15, 2029. |
| /s/ Mark C. Cresitello, Attorney-in-Fact for Jamaal T. Lesane | 10/28/2026 | |
| ** 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||