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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SFX Entertainment, INC [ SFXE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/31/2015 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/31/2015 | J(1) | 1,037,345(1) | D | (1) | 29,960,263(2) | I | By Sillerman Investment Company III LLC(2) | ||
| Common Stock | 07/31/2015 | J(1) | 1,037,345(1) | A | (1) | 1,037,345(3) | I | By ESFX LLC(3) | ||
| Common Stock | 07/31/2015 | J(3) | 1,152,605(4) | A | $4.34 | 2,189,950(3) | I | By ESFX LLC(3) | ||
| Common Stock | 1,333,000(5) | D | ||||||||
| Common Stock | 2,701,000(6) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Obligation to Buy Common Stock | $5.25 | 07/31/2015 | J(7) | 1,152,605 | (5) | (5) | Common Stock | 1,152,605 | (7) | 1,152,605 | D | ||||
| Explanation of Responses: |
| 1. On July 31, 2015, Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member, contributed 1,037,345 shares of Common Stock owned by it to ESFX LLC ("ESFX") as a capital contribution. SIC owns 50% of the membership interests in, and Mr. Sillerman is the manager of, ESFX. |
| 2. These shares are owned directly by SIC and indirectly by Mr. Sillerman as the manager and sole member of SIC. |
| 3. These shares are owned directly by ESFX. Mr. Sillerman is the manager of ESFX and has the exclusive right to vote and dispose of the shares of Common Stock owned by ESFX. In addition, as described in Note (1) above, SIC owns 50% of the membership interest in ESFX. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX except to the extent of his pecuniary interest therein. |
| 4. On July 31, 2015, ESFX purchased 1,152,605 shares of Common Stock from an unaffiliated investor (the "Investor") for $5,000,000, representing a purchase price of $4.338 per share. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX except to the extent of his pecuniary interest therein. |
| 5. This row includes 100,000 restricted shares that will vest on December 31, 2015, 1,000,000 restricted shares that will vest on February 11, 2016, and 233,000 restricted shares that will vest on October 15, 2016, all subject to accelerated vesting under certain conditions as set forth in Mr. Sillerman's employment agreement. |
| 6. These shares are beneficially owned by Mr. Sillerman pursuant to nominee agreements with various stockholders of the Company (including one partnership controlled by Mr. Sillerman) (such stockholders, the "Beneficiaries") that name Mr. Sillerman as nominee with respect to such shares. Mr. Sillerman has the exclusive right to vote and dispose of the shares subject to the nominee agreements. The nominee agreements may be terminated upon the earlier of (i) two business days after delivery by the Beneficiary to Mr. Sillerman of written notice to terminate the agreement or (ii) two business days after delivery by Mr. Sillerman to the Beneficiary of his written notice of resignation as nominee. Mr. Sillerman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 7. Mr. Sillerman had previously granted the Investor a put right (the "Put Right") to sell to him under specified circumstances and conditions, at a put price of $5.25 per share in cash all or a portion of the 1,152,605 shares of Common Stock held by the Investor. On July 31, 2015, in connection with ESFX's purchase of 1,152,605 shares of Common Stock from the Investor described under Note (4) above, the Put Right was cancelled for no value. |
| Remarks: |
| /s/ Robert FX Sillerman | 08/04/2015 | |
| ** 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). | ||
| 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. | ||