SEC Form 4 · accession 0001104659-15-068409
Live Nation Entertainment, Inc. · LYV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Liberty Media Corp
Director · 10% Owner
Period of report
Sep 28, 2015
Accepted (ET)
Sep 30, 2015 · 5:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001335258
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward purchase contract (obligation to buy)F1,F2,F3 | — | Sep 28, 2015 | J | 15,900,000 | A | Nov 27, 2015 | Nov 27, 2015 | Common Stock | 15,900,000 | 15,900,000 | D |
Explanation of responses
- F1On September 4, 2014, the Reporting Person entered into a forward purchase contract (the "Forward Contract") with an unaffiliated counterparty covering up to a maximum of 15,900,000 notional shares of the Issuer's Common Stock. The exact number of shares to be covered by the Forward Contract is to equal the number purchased by the counterparty to establish its initial hedge.
- F2The Forward Contract provides for physical settlement upon expiration, with the Reporting Person retaining the right to elect cash settlement instead. In the case of physical settlement, the "forward price" will equal the volume weighted average of the volume weighted average prices of the shares of Common Stock of the Issuer during the initial hedging period plus a commission plus an amount equal to the counterparty's internal funding costs plus a spread. If cash settlement is elected, (i) if the cash settlement price (which would be based on the price at which the counterparty unwinds its hedge) exceeds the forward price, then the counterparty will be obligated to pay the difference to the Reporting Person, and (ii) if the cash settlement price is less than the forward price, then the Reporting Person will be obligated to pay the difference to the counterparty.
- F3On September 28, 2015, the unaffiliated counterparty completed its initial hedge, and the number of notional shares of Common Stock covered by the Forward Contract has been fixed at 15,900,000 shares. Under the Forward Contract, the expiration date is to be November 27, 2015, or 60 days after the completion of the counterparty's initial hedge. The forward price as of the end of the initial hedge period under the Forward Contract was $24.9063 per share.