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) 06/17/2015 | ||||||||||||||||||||||||||
| 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 | 06/18/2015 | A(1) | 1,037,345(1) | A | $482 | 30,997,608(2) | I | By Sillerman Investment Company III LLC(2) | ||
| Common Stock | 1,333,000(3) | D | ||||||||
| Common Stock | 2,701,000(4) | 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 | 06/17/2015 | P(5)(6) | 2,305,210 | (7) | (7) | Common Stock | 2,305,210 | $0 | 2,305,210 | D | ||||
| Explanation of Responses: |
| 1. This row represents the purchase of 1,037,345 shares of newly-issued Common Stock by Sillerman Investment Company III LLC on June 18, 2015 pursuant to a Securities Purchase Agreement dated June 17, 2015. |
| 2. These shares are owned indirectly by Mr. Sillerman as manager and sole member of Sillerman Investment Company III LLC. |
| 3. 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. |
| 4. 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. 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. |
| 5. On June 17, 2015, two investment funds unaffiliated with the Company (the "Purchasers") agreed to purchase an aggregate of 2,305,210 shares of Common Stock from the Company at a purchase price of $4.338 per share. At the request of the Purchasers and as a condition to the willingness of the Purchasers to purchase such shares of Common Stock, Mr. Sillerman entered into a letter agreement ("Letter Agreement") with each Purchaser pursuant to which Mr. Sillerman has granted each Purchaser a put right (the "Put Right") to sell to him all or a portion of the shares acquired by such Purchaser at a put price of $5.25 per share in cash (the "Put Price"), subject to the terms and conditions set forth in the Letter Agreement. |
| 6. The Letter Agreement further provides that in lieu of purchasing the shares upon the exercise of the Put Right by any Purchaser (the shares to be sold pursuant to the exercise of the Put Right, the "Put Shares"), Mr. Sillerman may elect to require the Purchaser to sell the Put Shares in open market transactions and, upon completion of such sale, Mr. Sillerman will pay to the Purchaser an amount equal to the difference between (A) the aggregate Put Price payable in respect of the Put Shares that were sold by the Purchaser in open market transactions and (B) the net proceeds received by the Purchaser for such Put Shares. |
| 7. The Put Right is exercisable during a period beginning on the earliest to occur of (i) January 6, 2016, (ii) the termination of that certain Agreement and Plan of Merger dated as of May 26, 2015 by and among the Company and certain affiliates of Mr. Sillerman (the "Merger Agreement"), or abandonment of the transactions contemplated thereby and (iii) the date on which the Company enters into a definitive agreement with a third-party to acquire all or substantially all of the assets or shares of common stock of the Company, and ending on the later of (x) June 17, 2016 and (y) if the Merger Agreement is terminated, the tenth business day following the public announcement of such termination. |
| Remarks: |
| /s/ Robert FX Sillerman | 06/19/2015 | |
| ** 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. | ||