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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TICKETMASTER ENTERTAINMENT, INC. [ TKTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/25/2010 | D | 3,251 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $5.33 | 01/25/2010 | D | 300,000 | (2) | 04/29/2019 | Common Stock, par value $0.01 | 300,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $28.24 | 01/25/2010 | D | 81,331 | (3) | 01/31/2018 | Common Stock, par value $0.01 | 81,331 | (3) | 0 | D | ||||
Restricted Stock Unit | $0 | 01/25/2010 | D | 3,068 | (4) | (4) | Common Stock, par value $0.01 | 3,068 | (4) | 0 | D | ||||
Restricted Stock Unit | $0 | 01/25/2010 | D | 3,507 | (5) | (5) | Common Stock, par value $0.01 | 3,507 | (5) | 0 | D | ||||
Restricted Stock Unit | $0 | 01/25/2010 | D | 2,450 | (6) | (6) | Common Stock, par value $0.01 | 2,450 | (6) | 0 | D | ||||
Restricted Stock Unit | $0 | 01/25/2010 | D | 8,002 | (7) | (7) | Common Stock, par value $0.01 | 8,002 | (7) | 0 | D | ||||
Restricted Stock Unit | $0 | 01/25/2010 | D | 7,106 | (8) | (8) | Common Stock, par value $0.01 | 7,106 | (8) | 0 | D | ||||
Restricted Stock Unit | $0 | 01/25/2010 | D | 13,013 | (9) | (9) | Common Stock, par value $0.01 | 13,013 | (9) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger dated as of February 10, 2009 (the "Merger Agreement"), among Ticketmaster Entertainment, Inc., Live Nation, Inc. ("Live Nation") and Merger Sub (as therein defined), in exchange for 4,793 shares of Live Nation common stock, based on the final exchange ratio of 1.4743728 shares of Live Nation common stock per share of the issuer's common stock. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
2. This option, which provided for vesting in four equal annual installments with the first vesting on April 29, 2010, was assumed by Live Nation in the merger and replaced with an option to purchase 442,311 shares of Live Nation common stock for $3.62 per share. |
3. This option, which provided for vesting in four equal annual installments with the first vesting on January 31, 2009, was assumed by Live Nation in the merger and replaced with an option to purchase 119,912 shares of Live Nation common stock for $19.16 per share. |
4. These restricted stock units, which provided for vesting in equal annual installments over two years with the first vesting on April 8, 2010, were assumed by Live Nation in the merger and replaced with 4,523 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
5. These restricted stock units, which provided for vesting in equal annual installments over two years with the first vesting on February 6, 2010, were assumed by Live Nation in the merger and replaced with 5,171 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
6. These restricted stock units, which provided for vesting in equal annual installments over three years with the first vesting on February 16, 2010, were assumed by Live Nation in the merger and replaced with 3,612 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
7. These restricted stock units, which provided for vesting in full on February 6, 2011, were assumed by Live Nation in the merger and replaced with 11,798 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
8. These restricted stock units, which provided for vesting in full on February 16, 2010, were assumed by Live Nation in the merger and replaced with 10,477 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
9. These restricted stock units, which provided for vesting in full on January 31, 2011, were assumed by Live Nation in the merger and replaced with 19,186 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. |
Eric Korman | 01/25/2010 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |