SEC Form 4 · accession 0001335258-18-000122
Live Nation Entertainment, Inc. · LYV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joe Berchtold
Officer — President
Period of report
Aug 15, 2018
Accepted (ET)
Aug 17, 2018 · 5:32 pm EDT
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 | Aug 15, 2018 | M | 20,000 | $11.44 | A | 148,409 | D | |
| Common StockF2 | Aug 15, 2018 | S | 20,000 | $48.39 | D | 128,409 | D | |
| Common Stock | Aug 16, 2018 | M | 20,000 | $11.44 | A | 148,409 | D | |
| Common StockF3 | Aug 16, 2018 | S | 20,000 | $49.01 | D | 128,409 | D | |
| Common StockF4,F5 | Aug 16, 2018 | M | 15,000 | $0.00 | A | 143,409 | 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)F6 | $11.44 | Aug 15, 2018 | M | 20,000 | D | — | Jul 15, 2021 | Common Stock | 20,000 | 86,100 | D |
| Stock Option (buy)F6 | $11.44 | Aug 16, 2018 | M | 20,000 | D | — | Jul 15, 2021 | Common Stock | 20,000 | 66,100 | D |
| Performance Share AwardF8,F7,F9,F10 | — | Aug 16, 2018 | M | 15,000 | D | — | — | Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1MR. BERCHTOLD HELD A TOTAL OF 1,428,530 SHARES AND STOCK OPTIONS, INCLUDING BOTH VESTED AND UNVESTED SHARES/STOCK OPTIONS, AS OF AUGUST 7, 2018. MR. BERCHTOLD CURRENTLY PLANS TO SYSTEMATICALLY SELL CERTAIN SHARES (INCLUDING SHARES ACQUIRED UPON EXERCISE OF STOCK OPTIONS) IN AUGUST 2018 IN ORDER TO DIVERSIFY HIS PORTFOLIO AND FOR TAX PLANNING PURPOSES. THE SECURITIES REPORTED AS SOLD ON THIS FORM 4 REPRESENT APPROXIMATELY 3% OF THE SHARES AND STOCK OPTIONS HELD BY MR. BERCHTOLD ON AUGUST 7, 2018, IMMEDIATELY PRIOR TO THE COMMENCEMENT OF THE PLANNED SELLING ACTIVITY.
- F10(Continued from footnote 9 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 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.
- F2This transaction was executed in multiple trades at prices ranging from $48.15 to $49.06. 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.
- F3This transaction was executed in multiple trades at prices ranging from $49.00 to $49.11. 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.
- F4Reporting 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 attainment of a stock price target for a previously-issued performance share award, as further set forth in footnotes 8-10 below.
- F5Represents a restricted stock award. These shares will vest in full on December 31, 2022, as explained in footnote 10 below.
- F6The reporting person received the stock options on July 15, 2011 pursuant to an award under the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. These options vested in four equal installments on July 15, 2012, 2013, 2014 and 2015.
- F7Each performance share award represents a contingent right to receive one restricted share of Issuer's common stock, as further set forth in footnotes 8-10 below.
- F8The attainment of a stock price target resulted in the vesting and conversion of a portion of the award into the 15,000 shares of restricted stock reflected in Table 1. Beneficial ownership following the reported transaction is still reported at the target level for the award, notwithstanding this vesting and conversion, for ease of understanding, as the relationship between the vesting of performance shares and the issuance of shares of restricted stock in respect thereof is nonlinear due to the potential to receive shares of restricted stock representing up to 250% of the target performance share award, as explained in footnote 9 below. Following this Report, upon attainment of currently unmet stock price targets for the performance share award, up to a total of 720,000 shares of restricted stock may be issued from time to time.
- F9Each 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 do 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 up to 250% of the target level (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 10 below).