SEC Form 4 · accession 0001335258-17-000156
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
Dec 15, 2017
Accepted (ET)
Dec 15, 2017 · 5:54 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 StockF1,F2 | Dec 15, 2017 | A | 289,505 | $0.00 | A | 334,782 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share AwardF1,F3,F4,F5 | — | Dec 15, 2017 | A | 700,000 | A | — | — | Common Stock | 700,000 | 700,000 | D |
Explanation of responses
- F1Reporting person received the award under the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015, in connection with the renewal of his employment agreement.
- F2Represents a restricted stock award. These shares will vest in four equal annual installments on November 1, 2018, 2019, 2020 and 2021.
- F3Each performance share award represents a contingent right to receive one restricted share of Issuer's common stock, as further set forth in footnotes 4 and 5 below.
- F4Each performance share award represents the right to receive, at settlement, a restricted share of Issuer's common stock based on attainment by Issuer, from time to time, of stock price targets (based on the closing price of Issuer's common stock on the NYSE on a particular day) over sixty days (which days to not have to be consecutive; the "Performance Targets") during a performance period beginning on November 1, 2017 and ending on December 31, 2022. The number of awards shown is at the target level; actual restricted shares of common stock issued may range from 0% to 250% of the target level (0 to 1,750,000 restricted shares) based on which Performance Targets are attained. Settlement will occur, and restricted shares of common stock will be issued, from time to time during the performance period if and when a particular Performance Target is met. (Continued in footnote 5 below).
- F5(Continued from footnote 4 above) The restricted shares of common stock issued in respect of performance share awards upon attainment of a particular Performance Target will vest, and the restrictions thereon will lapse, as follows: (i) 10% will vest on each of the first four anniversaries of the date of attainment of the corresponding Performance Target (to the extent such anniversary occurs on or before December 31, 2022), and (ii) all remaining unvested restricted shares of common stock will vest on December 31, 2022. Vesting of performance share awards and restricted shares of common stock issued in respect thereof is subject to and conditioned in each case upon the reporting person's continued employment with Issuer through the applicable vesting date.