SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRIMSDALE CHARLES H R

(Last)

(First)

(Middle)

LITTLE COURT

GRIB LANE

(Street)

BLAGDON

BS40 7SA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LOUDEYE CORP [ LOUD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Loudeye Corp. common stock	12/30/2004		J⁽¹⁾		189,564⁽²⁾	A	$1.43⁽³⁾	1,547,529	D
Loudeye Corp. common stock	01/31/2005		J⁽⁴⁾		540,016⁽⁵⁾	A	$1.95⁽⁶⁾	2,087,545	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In June 2004, Loudeye Corp. acquired On Demand Distribution Limited, or OD2. Mr. Grimsdale was CEO and a significant shareholder of OD2. Mr. Grimsdale received 1,357,965 shares of Loudeye Corp. common stock and an option to acquire 1,044,720 shares of our common stock in connection with the acquisition. In addition, Mr. Grimsdale is entitled to receive his pro rata portion of an additional ?9.6 million in deferred payments, and up to ?10.0 million in contingent payments if OD2 achieves certain financial performance goals through November 30, 2006. In December 2004, we issued 189,564 shares of our common stock to Mr. Grimsdale in payment of his pro rata portion of the first deferred consideration payment.

2. Of these shares, 40,202 shares are being held in escrow by Loudeye Corp. pursuant to the terms of its acquisition of OD2.

3. Represents the volume weighted average share price of Loudeye Corp. common stock on the Nasdaq SmallCap Market for the 30 trading day period prior to November 30, 2004.

4. In June 2004, Loudeye Corp. acquired On Demand Distribution Limited, or OD2. Mr. Grimsdale was CEO and a significant shareholder of OD2. Mr. Grimsdale received 1,357,965 shares of Loudeye Corp. common stock and an option to acquire 1,044,720 shares of our common stock in connection with the acquisition. In addition, Mr. Grimsdale is entitled to receive his pro rata portion of an additional ?9.6 million in deferred payments, and up to ?10.0 million in contingent payments if OD2 achieves certain financial performance goals through November 30, 2006. In January 2005, we issued 540,016 shares of our common stock to Mr. Grimsdale in payment of his pro rata portion of the second deferred consideration payment.

5. Of these shares, 114,524 shares are being held in escrow by Loudeye Corp. pursuant to the terms of its acquisition of OD2.

6. Represents the volume weighted average share price of Loudeye Corp. common stock on the Nasdaq SmallCap Market for the 90 trading day period prior to January 31, 2005.

Remarks:

	/s/ Eric S. Carnell, Attorney-in-Fact	02/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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