SEC Form 4 · accession 0001140361-15-029726

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

Jul 31, 2015

Accepted (ET)

Aug 4, 2015 · 4:36 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 Stock^F1,F2	Jul 31, 2015	J	1,037,345	—	D	29,960,263	I	By Sillerman Investment Company III LLC
Common Stock^F1,F3	Jul 31, 2015	J	1,037,345	—	A	1,037,345	I	By ESFX LLC
Common Stock^F4,F3	Jul 31, 2015	J	1,152,605	$4.34	A	2,189,950	I	By ESFX LLC
Common Stock^F5	holding	—	—		—	1,333,000	D
Common Stock^F6	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 Stock^F7,F5	$5.25	Jul 31, 2015	J	1,152,605	A	—	—	Common Stock	1,152,605	1,152,605	D

Explanation of responses

F1On July 31, 2015, Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member, contributed 1,037,345 shares of Common Stock owned by it to ESFX LLC ("ESFX") as a capital contribution. SIC owns 50% of the membership interests in, and Mr. Sillerman is the manager of, ESFX.
F2These shares are owned directly by SIC and indirectly by Mr. Sillerman as the manager and sole member of SIC.
F3These shares are owned directly by ESFX. Mr. Sillerman is the manager of ESFX and has the exclusive right to vote and dispose of the shares of Common Stock owned by ESFX. In addition, as described in Note (1) above, SIC owns 50% of the membership interest in ESFX. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX except to the extent of his pecuniary interest therein.
F4On July 31, 2015, ESFX purchased 1,152,605 shares of Common Stock from an unaffiliated investor (the "Investor") for $5,000,000, representing a purchase price of $4.338 per share. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX except to the extent of his pecuniary interest therein.
F5This 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.
F6These 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. Mr. Sillerman has the exclusive right to vote and dispose of the shares subject to the nominee agreements. 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. Mr. Sillerman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F7Mr. Sillerman had previously granted the Investor a put right (the "Put Right") to sell to him under specified circumstances and conditions, at a put price of $5.25 per share in cash all or a portion of the 1,152,605 shares of Common Stock held by the Investor. On July 31, 2015, in connection with ESFX's purchase of 1,152,605 shares of Common Stock from the Investor described under Note (4) above, the Put Right was cancelled for no value.