LiveOne (LVO) Form 3 LiveXLive Media / Dermot A McCormack ownership change

SEC Form 3

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^*

McCormack Dermot A

(Last) (First) (Middle)

C/O LIVEXLIVE MEDIA, INC.

269 SOUTH BEVERLY DRIVE, SUITE #1450

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2019

3. Issuer Name and Ticker or Trading Symbol
LiveXLive Media, Inc. [ LIVX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
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	15,238	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(2)	(2)	Common Stock, $0.001 par value	1,000,000(1)	(2)	D

Explanation of Responses:

1. The Restricted Stock Units (the "RSUs") reported herein were granted to the Reporting Person effective as July 15, 2019 (the "Effective Date") pursuant to his Employment Agreement (the "Employment Agreement"), dated as of July 15, 2019.

2. The RSUs shall cliff vest on the three-year anniversary of the Effective Date, subject to the Reporting Person's continued employment with the Issuer through such vesting date. In the event of a "Change of Control" or earlier termination of the Employment Agreement "Without Cause", for "Good Reason" or due to death or "Disability" (each capitalized term as defined in the Employment Agreement) some or all of the unvested RSUs shall vest upon such event. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock within then days after the applicable vesting date.

	/s/ Dermot McCormack	07/29/2019
	** 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.
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