SEC Form 4 · accession 0001335258-18-000157
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
Nov 27, 2018
Accepted (ET)
Nov 29, 2018 · 5:30 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 | Nov 27, 2018 | M | 15,000 | $0.00 | A | 172,409 | 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 AwardF4,F3,F5,F6 | — | Nov 27, 2018 | M | 15,000 | D | — | — | Common Stock | 300,000 | 300,000 | 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 attainment of a stock price target for a previously-issued performance share award, as further set forth in footnotes 4-6 below.
- F2Represents a restricted stock award. These shares will vest in full on December 31, 2022, as explained in footnote 6 below.
- F3Each performance share award represents a contingent right to receive one restricted share of Issuer's common stock, as further set forth in footnotes 4-6 below.
- F4The 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 5 below. Following this Report, upon attainment of currently unmet stock price targets for the performance share award, up to a total of 690,000 shares of restricted stock may be issued from time to time.
- F5Each 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 6 below).
- F6(Continued from footnote 5 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.