Filing Details
- Accession Number:
- 0001213900-21-043531
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-08-17 21:46:58
- Reporting Period:
- 2021-08-16
- Accepted Time:
- 2021-08-17 21:46:58
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1491419 | Livexlive Media Inc. | LIVX | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1071292 | S Robert Ellin | C/O Livexlive Media, Inc. 269 South Beverly Drive, Suite 1450 Beverly Hills CA 90212 | Ceo & Chairman | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 Par Value | Acquisiton | 2021-08-17 | 10,000 | $2.79 | 1,599,666 | No | 4 | P | Direct | |
| Common Stock, $0.001 Par Value | Acquisiton | 2021-08-17 | 33,654 | $0.00 | 16,913,027 | No | 4 | A | Indirect | See footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Direct | |
| No | 4 | A | Indirect | See footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 Par Value | Restricted Stock Units | Acquisiton | 2021-08-16 | 25,168 | $0.00 | 19,842 | $0.00 |
| Common Stock, $0.001 Par Value | Restricted Stock Units | Acquisiton | 2021-08-16 | 63,492 | $0.00 | 63,492 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 25,168 | No | 4 | A | Direct | ||
| 63,492 | No | 4 | A | Direct |
Footnotes
- The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.7694 to $280, inclusive. The Reporting Person undertakes to provide to LiveXLive Media, Inc. ("Issuer") or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 1.
- These shares were issued by the Issuer to Trinad Capital Master Fund, Ltd. ("Trinad Capital") pursuant to the Amendment of Notes Agreement, dated as of August 11, 2021 (the "Amendment Agreement"), between the Issuer and Trinad Capital, pursuant to which the maturity date of all of the Issuer's unsecured convertible notes issued to Trinad Capital was extended to May 31, 2023. These shares vested upon issuance.
- These restricted stock units ("RSUs") were issued by the Issuer to the Reporting Person pursuant to his agreement to accept 50% of his monthly base salary in Issuer's equity for the period from April 1, 2020 to July 31, 2020. These RSUs shall vest on September 7, 2022, subject to earlier vesting in the event of a change in control or the Reporting Person's departure from the Issuer. Each RSU represents a contingent right to receive one share of Issuer's common stock or the cash value thereof. The Issuer's Board, in its sole discretion, will determine in accordance with the Issuer's 2016 Equity Incentive Plan, as amended (the "Plan"), the form of payout of the RSUs (cash and/or stock).
- These RSUs were issued by the Issuer to the Reporting Person pursuant to his agreement to accept 50% of his monthly base salary in Issuer's equity for the period from August 1, 2020 to August 15, 2020, and 100% of his monthly base salary in Issuer's equity for the period from August 16, 2020 to December 31, 2020. These RSUs shall vest on September 7, 2022, subject to earlier vesting in the event of a change in control or the Reporting Person's departure from the Issuer. Each RSU represents a contingent right to receive one share of Issuer's common stock or the cash value thereof. The Issuer's Board, in its sole discretion, will determine in accordance with the Plan the form of payout of the RSUs (cash and/or stock).
- Includes (i) 6,839,899 shares of Issuer's common stock owned by Trinad Capital as of August 17, 2021, as the Reporting Person, the Managing Director and Portfolio Manager of Trinad Capital, is deemed to have sole voting and dispositive power over such shares, (ii) 716,216 shares of Issuer's common stock owned by Trinad Capital Management, LLC ("Trinad Management") as of August 17, 2021, as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,817,810 shares of Issuer's common stock owned by JJAT Corp. ("JJAT") as of August 17, 2021, an entity owned by the Reporting Person, as the Reporting Person is deemed to have sole voting and dispositive power over such shares, (continued to footnote 6)
- (continued from footnote 5), (iv) approximately 1,872,435 shares of Issuer's common stock issuable as of August 17, 2021 upon conversion of Issuer's convertible notes held by Trinad Capital, which Trinad Capital has the right to convert at the conversion price of $3.00 per share as a result of Issuer's public offering completed on December 27, 2017, and (v) 666,667 stock options to purchase shares of Issuer's common stock at an exercise price of $4.00 per share. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.
- Each of the Reporting Person and Trinad Management disclaim beneficial ownership of the reported securities except for the (i) Reporting Person's and Trinad Management's pecuniary interest therein, (ii) direct beneficial ownership of Trinad Management as reported herein, (iii) indirect interest of Trinad Management by virtue of being the Managing Director and Portfolio Manager of Trinad Capital, (iv) indirect interest of the Reporting Person by virtue of being a member of Trinad Management, (v) indirect interest of the Reporting Person by virtue of being a shareholder of JJAT, and (vi) indirect interest of the Reporting Person by virtue of being a member of Trinad Capital. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- Does not include (i) 4,415,986 shares of Issuer's common stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power, (ii) 88,660 RSUs that shall vest on September 7, 2022, subject to earlier vesting in the event of a change in control or the Reporting Person's departure from Issuer, and (iii) 500,000 stock options granted by Issuer to the Reporting Person which have not yet vested and which shall vest in accordance with certain conditions specified in the Reporting Person's employment agreement with Issuer, subject to his continued employment with Issuer through the applicable vesting date.
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