4//SEC Filing
SFX Entertainment, INC 4
Accession 0001140361-15-036864
CIK 0001553588operating
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 4:14 PM ET
Size
12.0 KB
Accession
0001140361-15-036864
Insider Transaction Report
Form 4
SILLERMAN ROBERT F X
DirectorCEO & Chairman of the Board10% Owner
Transactions
- Exercise of In-Money
Put Option (Obligation to Buy Common Stock)
2015-10-02−1,152,605→ 1,152,605 total(indirect: By LLC)Exercise: $5.25→ Common Stock (1,152,605 underlying) - Exercise of In-Money
Common Stock
2015-10-02$5.25/sh+1,152,605$6,051,176→ 31,112,868 total(indirect: By LLC)
Holdings
- 2,189,950(indirect: By LLC)
Common Stock
- 1,333,000
Common Stcok
- 2,701,000
Common Stock
Footnotes (6)
- [F1]On October 2, 2015, Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member, purchased 1,152,605 shares of Common Stock from an investor (the "Investor") for $5.25 per share pursuant to the exercise by the Investor of a put option granted by Mr. Sillerman to the Investor on June 17, 2015 (the "Put Option").
- [F2]These shares are owned directly by SIC and indirectly by Mr. Sillerman as the manager and sole member of SIC.
- [F3]This 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.
- [F4]These 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.
- [F5]These 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.
- [F6]The Put Option was exercisable by the Investor 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.
Documents
Issuer
SFX Entertainment, INC
CIK 0001553588
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001553588
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 4:14 PM ET
- Size
- 12.0 KB