LiveOne (LVO) Form 4 LiveXLive Media / MICHAEL J BEBEL ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

BEBEL MICHAEL J

(Last) (First) (Middle)

C/O LIVEXLIVE MEDIA, INC.,

269 SOUTH BEVERLY DRIVE, SUITE 1450

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock, $0.001 par value	08/16/2021		M		83,378	A	(1)	262,077	D
Common Stock, $0.001 par value	08/16/2021		J		42,850(4)	D	$2.94(4)	219,227	D
Common Stock, $0.001 par value	08/16/2021		M		13,842	A	(1)	233,069	D
Common Stock, $0.001 par value	08/16/2021		J		7,080(4)	D	$2.94(4)	225,989	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	08/16/2021		M			83,378	(2)	(2)	Common Stock, $0.001 par value	83,378	$0	125,067	D
Restricted Stock Units	(1)	08/16/2021		M			13,842	(3)	(3)	Common Stock, $0.001 par value	13,842	$0	0	D

Explanation of Responses:

1. Restricted Stock Units convert into Common Stock on a one-for-one basis.

2. These Restricted Stock Units (the "RSUs") were granted pursuant to the Reporting Person's Employment Agreement, dated as of January 28, 2019 (the "EA"), and collectively represent the next portion of the unvested RSUs that vested as of August 2021. Each vested RSU was settled by the Issuer on the reported date by delivery to the Reporting Person of one share of the Issuer's common stock. The remaining restricted stock units granted pursuant to the EA vest as provided therein and previously reported on the Reporting Person's Form 4 filed with the U.S. Securities and Exchange Commission on February 8, 2019.

3. These RSUs were issued by the Issuer to the Reporting Person pursuant to his agreement to accept 50% of his monthly base salary in equity of the Issuer for the period from April 1, 2020 through July 31, 2020. These RSUs vested in August 2021 and were settled by the Issuer on the reported date by delivery to the Reporting Person of one share of the Issuer's common stock.

4. On the reported date these shares were sold by the Issuer's broker into the open market solely to satisfy the Reporting Person's required tax withholding in connection with the settlement of the RSUs as reported in footnotes 2 and 3. The sale price represents a weighted average price as multiple executions were involved in completing the sale transaction. Additional detail regarding the individual execution prices is available upon request.

	/s/ Michael J. Bebel	08/17/2021
	** 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).
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