Filing Details

LiveXLive Media, Inc.

(Name of Issuer)

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Schedule 13G

CUSIP No. 53839L208

PAGE 2 of 9

(1)

NAME OF REPORTING PERSON

John Lemak

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        

(b)  ☒ (1)

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(5) 

SOLE VOTING POWER:

2,879,025 (2)

(6) 

SHARED VOTING POWER:

0    

(7) 

SOLE DISPOSITIVE POWER:

2,879,025 (2)

(8) 

SHARED DISPOSITIVE POWER:

0    

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,879,025 (2)

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

4.96% (3)

(12)

TYPE OF REPORTING PERSON:

IN    

(1)

This statement on Schedule 13G, Amendment No. 2 (this “Schedule 13G”) is filed by John Lemak (“Lemak”), Sandor Capital Master Fund (“Sandor”), John S Lemak IRA Rollover Texas Capital Bank Trust (“Lemak IRA”) and JSL Kids Partners (“JSL”, and collectively with Lemak, Sandor and Lemak IRA, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

70,653 shares are directly held by Lemak, 2,704,084 shares are directly held by Sandor, 33,334 shares are directly held by Lemak IRA and 70,954 shares are directly held by JSL. Lemak is the General Partner of each of Sandor and JSL and is the Trustee of Lemak IRA and as such, has the power to direct the voting and disposition of the shares owned by these entities.

(3)

Based upon 58,040,170 shares of the Issuer’s common stock issued and outstanding as of November 4, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2019 (the “Form 10-Q”).

Schedule 13G

CUSIP No. 53839L208

PAGE 3 of 9

(1)

NAME OF REPORTING PERSON

Sandor Capital Master Fund

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        

(b)  ☒ (1)

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(5) 

SOLE VOTING POWER:

0

(6) 

SHARED VOTING POWER:

2,704,084 (2)

(7) 

SOLE DISPOSITIVE POWER:

(8) 

SHARED DISPOSITIVE POWER:

2,704,084 (2)

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,704,084 (2)

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

4.65% (3)

(12)

TYPE OF REPORTING PERSON:

OO    

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13.

(2)

2,704,084 shares are directly held by Sandor. Lemak is the General Partner of Sandor and as such, has the power to direct the voting and disposition of the shares owned by Sandor.

(3)

Based upon 58,040,170 shares of the Issuer’s common stock issued and outstanding as of November 4, 2019, as reported in the Issuer’s Form 10-Q.

Schedule 13G

CUSIP No. 53839L208

PAGE 4 of 9

(1)

NAME OF REPORTING PERSON

John S Lemak IRA Rollover Texas Capital Bank Trust

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        

(b)  ☒ (1)

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(5) 

SOLE VOTING POWER:

0

(6) 

SHARED VOTING POWER:

33,334 (2)

(7) 

SOLE DISPOSITIVE POWER:

33,334 (2)

(8) 

SHARED DISPOSITIVE POWER:

0    

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

33,334 (2)

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

0.05% (3)

(12)

TYPE OF REPORTING PERSON:

OO    

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13.

(2)

33,334 shares are directly held by Lemak IRA. Lemak is the Trustee of Lemak IRA and as such, has the power to direct the voting and disposition of the shares owned by Lemak IRA.

(3)

Based upon 58,040,170 shares of the Issuer’s common stock issued and outstanding as of November 4, 2019, as reported in the Issuer’s Form 10-Q.

Schedule 13G

CUSIP No. 53839L208

PAGE 5 of 9

(1)

NAME OF REPORTING PERSON

JSL Kids Partners

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        

(b)  ☒ (1) 

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(5) 

SOLE VOTING POWER:

0

(6) 

SHARED VOTING POWER:

70,954 (2)  

(7) 

SOLE DISPOSITIVE POWER:

0

(8) 

SHARED DISPOSITIVE POWER:

70,954 (2)     

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

70,954 (2)  

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

0.12% (3)

(12)

TYPE OF REPORTING PERSON:

PN    

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13.

(2)

70,954 shares are directly held by JSL. Lemak is the General Partner of JSL and as such, has the possess power to direct the voting and disposition of the shares owned by JSL.

(3)

Based upon 58,040,170 shares of the Issuer’s common stock issued and outstanding as of November 4, 2019, as reported in the Issuer’s Form 10-Q.

Schedule 13G

CUSIP No. 53839L208

PAGE 6 of 9

(a)

Name of Person(s) filing:

John Lemak (“Lemak”)

Sandor Capital Master Fund (“Sandor”)

John S Lemak IRA Rollover Texas Capital Bank Trust (“Lemak IRA”)

JSL Kids Partners (“JSL” and collectively with Lemak, Sandor and Lemak IRA, the “Reporting Persons”)

(b)

Address of Principal Business Office: Sandor’s and JSL’s address is 2828 Routh St., St. 500, Dallas, TX 75201, and Lemak’s and Lemak IRA’s address is 4410 Bordeaux Avenue, Dallas, TX 75205.

(c)

Citizenship: Lemak is a US citizen. Sandor, Lemak IRA and JSL are each organized in the State of Texas.

(a)

☐

Broker or dealer registered under Section 15 of the Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Act;

(c)

☐

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

☐

Investment Company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

(f)

☐

Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

(g)

☐

Parent Holding Company, in accordance with Rule 13d-1(b(ii)(G);

(h)

☐

Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Schedule 13G

CUSIP No. 53839L208

PAGE 7 of 9

Reporting Persons

Shares Held Directly (1)

Sole Voting Power (1)

Shared Voting Power (1)

Sole Dispositive Power (1)

Shared Dispositive Power (1)

Total Beneficial Ownership (1)

Percentage of Class (1)(3)

Sandor

Lemak IRA

JSL

Lemak (2)

(1)

Represents the number of shares of Common Stock held by the Reporting Persons, and includes 70,653 shares of Common Stock that are directly held by Lemak.

(2)

Lemak is the General Partner of each of Sandor and JSL and is the Trustee of Lemak IRA. As such, (i) Lemak has the power to direct the voting and disposition of the shares owned by Sandor and may be deemed to have indirect beneficial ownership of the shares held by Sandor, (ii) Lemak has the power to direct the voting and disposition of the shares owned by Lemak IRA and may be deemed to have indirect beneficial ownership of the shares held by Lemak IRA, and (iii) Lemak has the power to direct the voting and disposition of the shares owned by JSL and may be deemed to have indirect beneficial ownership of the shares held by JSL. Lemak has direct beneficial ownership of the shares owned by him personally.

(3)

The percentages set forth above is calculated based 58,040,170 shares of the Issuer’s common stock issued and outstanding as of November 4, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 8, 2019.

Schedule 13G

CUSIP No. 53839L208

PAGE 8 of 9

Schedule 13G

CUSIP No. 53839L208

PAGE 9 of 9

Sandor Capital Master Fund

Dated: January 23, 2020

By:

/s/ John Lemak

Name:

John Lemak

Title:

General Partner

John S Lemak IRA Rollover Texas Capital Bank Trust

Dated: January 23, 2020

By:

/s/ John Lemak

Name:

John Lemak

Title:

Trustee

JSL Kids Partners

Dated: January 23, 2020

By:

/s/ John Lemak

Name:

John Lemak

Title:

General Partner

Dated: January 23, 2020

/s/ John Lemak

John Lemak, individually

Sandor Capital Master Fund

Dated: January 23, 2020

By:

/s/ John Lemak

Name:

John Lemak

Title:

General Partner

John S Lemak IRA Rollover Texas Capital Bank Trust

Dated: January 23, 2020

By:

/s/ John Lemak

Name:

John Lemak

Title:

Trustee

JSL Kids Partners

Dated: January 23, 2020

By:

/s/ John Lemak

Name:

John Lemak

Title:

General Partner

Dated: January 23, 2020

/s/ John Lemak

John Lemak, individually