SEC Form 4 · accession 0001140361-15-024949
SFX Entertainment, INC · SFXE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F X Sillerman
Officer — CEO & Chrmn of Bd of Directors · Director · 10% Owner
Period of report
Jun 17, 2015
Accepted (ET)
Jun 19, 2015 · 4:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001553588
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 18, 2015 | A | 1,037,345 | $482.00 | A | 30,997,608 | I | By Sillerman Investment Company III LLC |
| Common StockF3 | holding | — | — | — | 1,333,000 | D | ||
| Common StockF4 | holding | — | — | — | 2,701,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Obligation to Buy Common StockF7 | $5.25 | Jun 17, 2015 | P | 2,305,210 | A | — | — | Common Stock | 2,305,210 | 2,305,210 | D |
Explanation of responses
- F1This row represents the purchase of 1,037,345 shares of newly-issued Common Stock by Sillerman Investment Company III LLC on June 18, 2015 pursuant to a Securities Purchase Agreement dated June 17, 2015.
- F2These shares are owned indirectly by Mr. Sillerman as manager and sole member of Sillerman Investment Company III LLC.
- F3This row includes 100,000 restricted shares that will vest on December 31, 2015, 1,000,000 restricted shares that will vest on February 11, 2016, and 233,000 restricted shares that will vest on October 15, 2016, all subject to accelerated vesting under certain conditions as set forth in Mr. Sillerman's employment agreement.
- F4These shares are beneficially owned by Mr. Sillerman pursuant to nominee agreements with various stockholders of the Company (including one partnership controlled by Mr. Sillerman) (such stockholders, the "Beneficiaries") that name Mr. Sillerman as nominee with respect to such shares. The nominee agreements may be terminated upon the earlier of (i) two business days after delivery by the Beneficiary to Mr. Sillerman of written notice to terminate the agreement or (ii) two business days after delivery by Mr. Sillerman to the Beneficiary of his written notice of resignation as nominee.
- F5On June 17, 2015, two investment funds unaffiliated with the Company (the "Purchasers") agreed to purchase an aggregate of 2,305,210 shares of Common Stock from the Company at a purchase price of $4.338 per share. At the request of the Purchasers and as a condition to the willingness of the Purchasers to purchase such shares of Common Stock, Mr. Sillerman entered into a letter agreement ("Letter Agreement") with each Purchaser pursuant to which Mr. Sillerman has granted each Purchaser a put right (the "Put Right") to sell to him all or a portion of the shares acquired by such Purchaser at a put price of $5.25 per share in cash (the "Put Price"), subject to the terms and conditions set forth in the Letter Agreement.
- F6The Letter Agreement further provides that in lieu of purchasing the shares upon the exercise of the Put Right by any Purchaser (the shares to be sold pursuant to the exercise of the Put Right, the "Put Shares"), Mr. Sillerman may elect to require the Purchaser to sell the Put Shares in open market transactions and, upon completion of such sale, Mr. Sillerman will pay to the Purchaser an amount equal to the difference between (A) the aggregate Put Price payable in respect of the Put Shares that were sold by the Purchaser in open market transactions and (B) the net proceeds received by the Purchaser for such Put Shares.
- F7The Put Right is exercisable during a period beginning on the earliest to occur of (i) January 6, 2016, (ii) the termination of that certain Agreement and Plan of Merger dated as of May 26, 2015 by and among the Company and certain affiliates of Mr. Sillerman (the "Merger Agreement"), or abandonment of the transactions contemplated thereby and (iii) the date on which the Company enters into a definitive agreement with a third-party to acquire all or substantially all of the assets or shares of common stock of the Company, and ending on the later of (x) June 17, 2016 and (y) if the Merger Agreement is terminated, the tenth business day following the public announcement of such termination.