Sillerman Robert F X SC 13G/A SFX Entertainment, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

SFX Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

784178303

(CUSIP Number)

December 31, 2014

(Date of Event That Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 784178303						SCHEDULE 13G
	1.	Names of Reporting Persons Robert F. X. Sillerman
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 37,739,263 (1)(2)
			6.		Shared Voting Power
			7.		Sole Dispositive Power 37,739,263 (1)(2)
			8.		Shared Dispositive Power
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 37,739,263 (1)(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 40.1% (3)
	12.	Type of Reporting Person (See Instructions) IN

(1)  Includes 1,500,000 shares subject to stock options held by Mr. Sillerman and exercisable within sixty (60) days of December 31, 2014.  Also includes 29,960,263 shares held directly by Sillerman Investment Company III LLC.  As the manager and sole member of Sillerman Investment Company III LLC, Mr. Sillerman has the power to vote and dispose of all of these shares.

(2)   Includes 4,946,000 shares that are the subject of certain nominee agreements with various stockholders of SFX Entertainment, Inc. (including, but not limited to, one partnership controlled by Mr. Sillerman), which nominee agreements name Mr. Sillerman as nominee with respect to such shares and give him the exclusive right to (i) vote or abstain from voting such shares and (ii) make any and all dispositions with respect to such shares (each a “Nominee Agreement” and, collectively, the “Nominee Agreements”).

(3)  Based on 92,600,831 shares of Common Stock of the Company outstanding as of December 31, 2014.

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CUSIP No. 784178303						SCHEDULE 13G
	1.	Names of Reporting Persons Sillerman Investment Company III LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 29,960,263
			6.		Shared Voting Power
			7.		Sole Dispositive Power 29,960,263
			8.		Shared Dispositive Power
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 29,960,263
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 32.4% (1)
	12.	Type of Reporting Person (See Instructions) OO

(1)   Based on 92,600,831 shares of Common Stock of the Company outstanding as of December 31, 2014.

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CUSIP No. 784178303		SCHEDULE 13G
Item 1 (a).	Name of Issuer: SFX Entertainment, Inc. (the “Company”)
Item 1 (b).	Address of Issuer’s Principal Executive Offices: 430 Park Ave., Sixth Floor New York, NY 10022
Item 2 (a).	Name of Person(s) Filing: Robert F. X. Sillerman Sillerman Investment Company III LLC
Item 2 (b).	Address of Principal Business Office, or, if none, Residence: 430 Park Ave., Sixth Floor New York, NY 10022
Item 2 (c).	Citizenship: Robert F. X. Sillerman - United States Sillerman Investment Company III LLC is a Delaware limited liability company with its principal place of business in New York.
Item 2 (d).	Title of Class of Securities: Common Stock, par value $0.001 per share
Item 2 (e).	CUSIP Number: 784178303
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not Applicable
Item 4.	Ownership:
	The information required by Items 4(a) — (c) is set forth in Rows (5) — (11) of the cover page for each Reporting Person and is incorporated herein by reference.

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CUSIP No. 784178303		SCHEDULE 13G
Item 5.	Ownership of Five Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	4,946,000 shares of Common Stock are beneficially owned by Mr. Sillerman pursuant to certain nominee agreements (each a “Nominee Agreement” and, collectively, the “Nominee Agreements”) with various stockholders of the Company (the “Beneficiaries”), including, without limitation, one partnership controlled by Mr. Sillerman.  The Nominee Agreements name Mr. Sillerman as nominee with respect to the shares that are the subject of each such Nominee Agreement and give Mr. Sillerman the exclusive right to (i) vote or abstain from voting such shares and (ii) make any and all dispositions with respect to such shares; provided, however, that the Beneficiaries will be entitled to receive all cash and other property received by Mr. Sillerman with respect to such shares (other than distributions that are themselves in the form of additional shares, which will become subject to the Nominee Agreements and be held by Mr. Sillerman).
Item 7.	Identification and Classification of the Subsidiary That Acquired the Security Being Reported By the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	See Exhibit A. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), due to Mr. Sillerman’s control of Sillerman Investment Company III LLC. Neither the filing of this Schedule 13G, any amendment hereto, nor any of their respective contents shall be deemed to constitute an admission that any Reporting Person is a member of a “group” within the meaning of Section 13(d) of the Act, or for any other purpose. Except as expressly stated herein, each Reporting Person disclaims any beneficial ownership of or pecuniary interest in any of the shares of Common Stock beneficially owned by any other Reporting Person.
Item 9.	Notice of Dissolution of the Group.
	Not Applicable
Item 10.	Certification:
	Not Applicable

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 16, 2015	Robert F. X. Sillerman
	By:	/s/ Robert F. X. Sillerman
Date: January 16, 2015	Sillerman Investment Company III LLC
	By:	/s/ Robert F. X. Sillerman
	Name: Robert F. X. Sillerman
	Title: Manager and Sole Member

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Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them, of this Schedule 13G (including further amendments thereto) with respect to the common stock, par value $0.001 per share, of SFX Entertainment, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 16th day of January, 2015.

Robert F. X. Sillerman
By:	/s/ Robert F. X. Sillerman
Sillerman Investment Company III LLC
By:	/s/ Robert F. X. Sillerman
Name: Robert F. X. Sillerman
Title: Manager and Sole Member

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