SEC Form 4 · accession 0001140361-15-045107
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
Dec 18, 2015
Accepted (ET)
Dec 18, 2015 · 5:01 pm EST
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 | Dec 18, 2015 | J | 108,000 | $0.00 | D | 2,593,000 | D | |
| Common StcokF3 | holding | — | — | — | 31,112,868 | I | By Sillerman Investment Company III LLC | |
| Common StockF4 | holding | — | — | — | 1,333,000 | D | ||
| Common StockF5 | holding | — | — | — | 2,189,950 | I | By ESFX LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The transaction reported in this row represents the transfer of shares to the counterparty to a certain nominee agreement with Mr. Sillerman. The counterparty previously named Mr. Sillerman as nominee with respect to these shares. Following this transfer, these shares are no longer subject to the nominee agreement and Mr. Sillerman is no longer a beneficial owner of such shares.
- F2These 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.
- F3These shares are owned directly by Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member.
- F4This 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.
- F5These shares are owned directly by ESFX LLC. Mr. Sillerman is the manager of ESFX LLC and has the exclusive right to vote and dispose of the shares of Common Stock owned by ESFX LLC. In addition, SIC owns 50% of the membership interest in ESFX LLC. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX LLC except to the extent of his pecuniary interest therein.