SEC Form 4 · accession 0001213900-18-013715

LiveOne, Inc. · LVO

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

Reporting owner

Jay E. Krigsman

Director

Period of report

Dec 28, 2017

Accepted (ET)

Oct 9, 2018 · 9:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001491419

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F11	Dec 28, 2017	P	9,000	$4.22	A	9,000	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	9,000	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F11	Feb 14, 2018	P	10,000	$3.90	A	10,000	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	10,000	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F4,F11	Jun 11, 2018	P	11,998	$5.98	A	11,998	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	11,998	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F5,F11	Jun 11, 2018	P	13,299	$6.00	A	13,299	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	13,299	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F6,F11	Jul 11, 2018	P	10,000	$6.00	A	10,000	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	10,000	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F7,F11	Jul 11, 2018	P	10,000	$5.98	A	10,000	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	10,000	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F8,F11	Sep 24, 2018	P	2,521	$3.90	A	2,521	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	2,521	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F11	Sep 24, 2018	P	1,533	$3.57	A	1,533	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	1,533	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F9,F11	Sep 25, 2018	P	7,500	$3.96	A	7,500	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	7,500	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock^F1,F10,F11	Sep 25, 2018	P	8,500	$3.93	A	8,500	I	Custodian of UTMA account for daughter
Common Stock^F3	Oct 4, 2018	J	8,500	$0.00	D	0	I	Former custodian of UTMA account for daughter
Common Stock	holding	—	—		—	92,021	D
Common Stock^F12	holding	—	—		—	838,225	I	See Footnote

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1As of the reported date, these shares were held in custodial account for the benefit of the Reporting Person's daughter under the Uniform Transfers to Minors Act ("UTMA").
F10The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.91 to $3.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.
F11The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F12Represents shares held by the Krigsman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.
F2The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.03 to $4.25, inclusive. The Reporting Person undertakes to provide to LiveXLive Media, Inc. (the "Issuer"), any security holder of the Issuer or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2.
F3On the reported disposition date, the reported shares were transferred from the UTMA accounts to the Reporting Person's daughters' individual accounts over which the Reporting Person does not have control or voting or dispositive power. As a result of such transfer, the Reporting Person may be deemed to have disposed of his indirect beneficial ownership of such reported shares.
F4The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $6.03, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 4.
F5The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.00 to $6.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 5.
F6The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $6.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 6.
F7The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $5.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.
F8The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.59 to $3.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.
F9The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.60 to $3.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.

Remarks

On the reported acquisition dates, because the reported shares were held in custodial account for the benefit of the Reporting Person's daughters under the UTMA and for which the Reporting Person was the custodian as of such dates, the Reporting Person may have been deemed to have acquired indirect beneficial ownership of such shares on such dates. Because such acquisition of indirect beneficial ownership was inadvertently not reported at the time that the trades in the UTMA accounts were made, the Reporting Person is filing this Form 4. This Form 4 is also being filed by the Reporting Person to report the disposition of his indirect beneficial ownership of the reported shares on the reported disposition date because the Reporting Person no longer has control or voting or dispositive power over such shares as a result of the transfer from the UTMA accounts to the Reporting Person's daughters' individual accounts.