SEC Form 4 · accession 0001335258-17-000002

Live Nation Entertainment, Inc. · LYV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Rapino

Officer — President & CEO · Director

Period of report

Jan 4, 2017

Accepted (ET)

Jan 6, 2017 · 8:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001335258

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 27, 2016	G	10,000	$0.00	D	766,196	D
Common Stock	Dec 27, 2016	G	10,000	$0.00	A	10,000	I	By Foundation
Common Stock^F4	Jan 4, 2017	S	10,000	$27.53	D	0	I	By Foundation
Common Stock	Jan 4, 2017	M	40,000	$24.95	A	806,196	D
Common Stock^F4	Jan 4, 2017	S	40,000	$27.53	D	766,196	D
Common Stock	Jan 5, 2017	M	50,000	$24.95	A	816,196	D
Common Stock^F6	Jan 5, 2017	S	50,000	$27.50	D	766,196	D
Common Stock	Jan 6, 2017	M	40,000	$24.95	A	806,196	D
Common Stock^F7	Jan 6, 2017	S	40,000	$27.64	D	766,196	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (buy)^F8	$24.95	Jan 4, 2017	M	40,000	D	—	Feb 16, 2017	Common Stock	40,000	630,000	D
Stock Option (buy)^F8	$24.95	Jan 5, 2017	M	50,000	D	—	Feb 16, 2017	Common Stock	50,000	580,000	D
Stock Option (buy)^F8	$24.95	Jan 6, 2017	M	40,000	D	—	Feb 16, 2017	Common Stock	40,000	540,000	D

Explanation of responses

F1MR. RAPINO HAS 670,000 OPTIONS EXPIRING ON FEBRUARY 16, 2017. MR. RAPINO HOLDS A TOTAL OF 8,695,820 SHARES AND OPTIONS, INCLUDING BOTH VESTED AND UNVESTED SHARES/OPTIONS AS OF JANUARY 1, 2017. MR. RAPINO HAS PUT IN PLACE A TRADING PLAN UNDER RULE 10b5-1 IN ORDER TO SYSTEMATICALLY SELL CERTAIN SHARES ALONG WITH THESE EXPIRING OPTIONS OVER SEVERAL WEEKS.
F2This transaction involved a gift of securities by the reporting person to the Rapino Family Foundation (the "Foundation"), with which the reporting person is affiliated. The reporting person disclaims beneficial ownership of the shares held by the Foundation, and this report should not be deemed an admission that the reporting person is the beneficial owner of the Foundation's shares for purposes of Section 16 or for any other person.
F3The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Foundation on December 15, 2016.
F4These transactions were executed in multiple trades at prices ranging from $27.30 to $27.69. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F5The exercises and sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2016 as further described above in Note 1.
F6This transaction was executed in multiple trades at prices ranging from $27.35 to $27.79. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F7This transaction was executed in multiple trades at prices ranging from $27.39 to $27.74. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F8The options vested 167,500 each on February 16, 2008 and 2009 and 335,000 on January 25, 2010, and were due to expire in February 2017.