UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~March~~December 42, 2016

SFX Entertainment, Inc. (Exact name of registrant as specified in its charter) ~~Delaware (State or other jurisdiction of incorporation)~~

001-36119	90-0860047
(Commission File Number)	(IRS Employer Identification No.)
902 Broadway, 15th Floor
New York, New York	10010
(Address of principal executive offices)	(Zip Code)

Delaware

(State or other jurisdiction of incorporation)

(646) 561-6400 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

001-36119	90-0860047
(Commission File Number)	(IRS Employer Identification No.)

524 Broadway, 11^th Floor
New York, New York	10012
(Address of principal executive offices)	(Zip Code)

(646) 561-6400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

OnAs ~~March~~disclosed 4,by ~~2016,~~ SFX Entertainment, Inc. (the “Company”), ~~SFXE~~in ~~Netherlands~~its ~~Holdings~~Current ~~Cooperatief~~Report ~~U.A.,~~on aForm ~~wholly~~8-~~owned subsidiary of the Company (“SFXE Netherlands”)~~K, ~~and Stichting Grabrok (“Stichting”) entered into an amendment agreement (the “Amendment Agreement”) to that certain facility agreement,~~ dated as of ~~January~~February 141, 2016, ~~by and among SFXE Netherlands, as~~ the ~~borrower, Stichting,~~Company ~~as facility~~ and ~~security~~substantially all ~~agent, certain~~ of the Company’s ~~German~~wholly-owned domestic subsidiaries and ~~Dutch~~two ~~subsidiaries,~~foreign asholding ~~guarantors,~~company ~~and~~subsidiaries ~~the~~(such subsidiaries, ~~lenders~~the ~~from~~“Filing ~~time~~Subsidiaries” toand, ~~time~~together ~~party~~with ~~thereto~~the (Company, the “~~Facility Agreement~~Debtors”). ~~Pursuant~~filed tovoluntary ~~the~~petitions ~~Amendment~~seeking relief ~~Agreement,~~under ~~the~~chapter ~~parties agreed~~11 toof ~~increase~~title 11 of the ~~credit~~U.S. ~~facility~~Code ~~provided~~(the “Bankruptcy Code”) in the ~~Facility~~United ~~Agreement~~States ~~from~~Bankruptcy ~~$20.0~~Court for ~~million~~the toDistrict ~~$33.0~~of ~~million~~Delaware (the “~~Facility~~Bankruptcy Court”). ~~All~~ ~~other~~The ~~material~~cases ~~terms~~are ofbeing ~~the~~jointly ~~Facility~~administered ~~Agreement~~under ~~remain~~the ~~unchanged.~~caption AtIn re ~~the~~SFX ~~closing~~Entertainment, ~~SFXE~~Inc., ~~Netherlands~~et ~~borrowed~~al, ~~$13~~Case No.0 ~~million~~16-10238 ~~under the Facility~~(MFW).

~~The~~On ~~foregoing~~November ~~description~~15, of2016, the ~~Amendment~~Bankruptcy ~~Agreement~~Court ~~does~~entered ~~not~~an ~~purport~~order to(the be“Confirmation ~~complete~~Order”), ~~and~~attached ishereto ~~qualified~~as inExhibit ~~its~~2.1, ~~entirety~~confirming bythe ~~reference~~Debtors’ toFifth Amended ~~such~~Joint ~~agreement~~Plan of Reorganization dated September 30, a2016, ~~copy~~as ofmodified ~~which~~(the ~~will be~~“Plan”), in the form attached as anExhibit “A” ~~exhibit~~ to the ~~Company’s~~Confirmation ~~Quarterly~~Order. ~~Report~~The onPlan ~~Form~~incorporates ~~10-Q~~by ~~for~~reference certain documents filed with the ~~fiscal~~Bankruptcy ~~quarter~~Court as ~~ending~~part ~~March~~of ~~31,~~the ~~2016~~“Plan Supplement.” A copy of the Plan is attached hereto as Exhibit 2.2.

~~Item~~On December 2, 2016 (the “Effective Date”), the Debtors consummated their reorganization under the Bankruptcy Code and the Plan became effective.~~03.~~ ~~Creation~~Pursuant to the Plan and on the Effective Date, all outstanding equity securities of athe ~~Direct~~Company ~~Financial~~outstanding ~~Obligation~~prior to the Effective Date were canceled, without the payment of any amount or ~~Obligation~~other ~~under~~consideration anto ~~Off~~the ~~Balance~~holders ~~Sheet~~thereof. On ~~Arrangement~~December 2, 2016, the Company is filing a Form 15 with the Securities and Exchange Commission to effect the deregistration of its common stock. As a ~~Registrant~~result, the previously outstanding common stock will no longer be outstanding, there will no longer be a trading market for the Company’s common stock and the Company will cease to file periodic reports with the Securities and Exchange Commission.

~~The~~On ~~information~~December ~~set~~2, ~~forth~~2016, ~~above~~the inCompany filed ~~Item~~a ~~1.01~~Notice of ~~this~~Effective ~~Current~~Date ~~Report~~with isthe ~~hereby~~Bankruptcy ~~incorporated herein by reference~~Court.

Item 83.~~01.~~03 ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

OnThe ~~February~~information ~~23,~~set ~~2016,~~forth ~~the~~above ~~Company~~in ~~issued~~Item ~~a $~~1.003 ~~million loan to SFX-Totem Operating Pty Ltd, a wholly-owned subsidiary~~ of ~~the~~this ~~Company~~Current ~~(“Totem”),~~Report tois ~~fund~~incorporated ~~the working~~herein ~~capital of Totem (the “Loan”). The Loan was issued pursuant to a demand promissory note and secured~~ by ~~first priority security interest in all of Totem’s assets and property~~reference. ~~Interest on the Loan accrues at a rate of 10.00% per annum, payable in-kind on the first day of each month.~~

~~SIGNATURES~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~On to the ~~requirements~~Effective Date, by operation of the ~~Securities Exchange~~Plan, ~~Act~~all ofincumbent ~~1934,~~board members ceased to serve as ~~amended,~~directors of the Company: ~~has~~Messrs. ~~duly~~Robert ~~caused~~F.X. ~~this~~Sillerman, ~~report~~Mitchell toSlater, Frank beE. ~~signed~~Barnes onIII, ~~its~~Andrew N. ~~behalf~~Bazos, byTimothy ~~the~~H. ~~undersigned~~Bishop, ~~hereunto duly~~Pasquale ~~authorized~~Manocchia, Michael Meyer and John Miller.

	SFX ENTERTAINMENT, INC.
Date: March 10, 2016	By:	/s/ Richard Rosenstein
		Richard Rosenstein
		Chief Financial Officer

On the Effective Date, by operation of the Plan, Randy Phillips was appointed President and Chief Executive Officer and Charles Ciongoli was appointed Executive Vice President and Chief Financial Officer. A new board of directors was installed as set forth in the Plan Supplement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description of Exhibit

2.1		Confirmation Order

2.2		Plan of Reorganization (as amended)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SFX ENTERTAINMENT, INC.

Date: December 5, 2016	By:	/s/ Jason M. Barr
		Jason M. Barr
		Senior Vice President and General Counsel

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