| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/21/2017 | 3. Issuer Name and Ticker or Trading Symbol LiveXLive Media, Inc. [ LIVX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.001 par value | 17,000,505(1)(2)(3)(4) | I | See Footnotes(1)(2)(3)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (5) | 09/07/2027(7) | Common Stock | 1,166,667(5)(6) | 4(8) | D | |
| Explanation of Responses: |
| 1. Represents (i) 6,161,020 shares of the Issuer's common stock (the "Common Stock") owned by Trinad Capital Master Fund, Ltd. ("Trinad Capital"), 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) 1,085,591 shares of Common Stock owned by Trinad Capital Management, LLC ("Trinad Management"), as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,814,210 shares of Common Stock owned by JJAT Corp. ("JJAT"), 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 2) |
| 2. (Continued from footnote 1) (iv) 1,213,210 shares of Common Stock owned by the Robert Ellin Profit Sharing Plan (the "Profit Sharing Plan"), as the Reporting Person, the trustee of the Profit Sharing Plan, is deemed to have sole voting and dispositive power over such shares, and (v) 1,726,474 shares of Common Stock issuable upon conversion of the Issuer's convertible notes held by Trinad Capital, which Trinad Capital shall have the right to convert at the conversion price of $4.00 per share upon the consummation of the Issuer's public offering (the "Public Offering") pursuant to the Issuer's Registration Statement on Form S-1/A, Amendment No. 5, as filed with the SEC on December 15, 2017. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person. |
| 3. 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. |
| 4. Does not include 4,496,962 shares of Common Stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power. |
| 5. The first tranche of 666,667 of these options (the "Service Options") vests in one-twelfth increments every three months from September 7, 2017 (the "Grant Date") over a period of three years, unless vested sooner in accordance with the Reporting Person's employment agreement. Each portion of the Service Options shall become exercisable one year after the date such portion shall vest, unless becomes exercisable sooner in accordance with the Reporting Person's employment agreement. The second tranche of 500,000 of these options (the "Performance Options") (continued to footnote 6) |
| 6. (Continued from footnote 5) shall 100% vest if prior to the third anniversary of the Grant Date the shares of the Issuer's common stock shall have traded at a price of $30.00 per share or more for a period of 90 consecutive trading days during which an average of at least 166,667 shares are traded per day, unless vested sooner in accordance with the Reporting Person's employment agreement. The Performance Options shall become exercisable one year after the vesting date, unless become exercisable sooner in accordance with the Reporting Person's employment agreement. |
| 7. These options expire 10 years from the Grant Date, unless terminated sooner in accordance with the Issuer's 2016 Equity Incentive Plan or the Reporting Person's employment agreement. |
| 8. Exercise price equals to the offering price in the Public Offering. |
| /s/ Robert S. Ellin | 12/21/2017 | |
| ** 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 5 (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. | ||
