-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OZVuE21lk/9oiAwC5f3O//wVvBSF259ubspHZz+qYbK2U4dCLd66g01d6p2lzhIE 1Q/flwRgdqIposPqP/S6Bg== 0001104659-10-003067.txt : 20100126 0001104659-10-003067.hdr.sgml : 20100126 20100126205223 ACCESSION NUMBER: 0001104659-10-003067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100124 FILED AS OF DATE: 20100126 DATE AS OF CHANGE: 20100126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AZOFF IRVING CENTRAL INDEX KEY: 0001286512 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34064 FILM NUMBER: 10548914 MAIL ADDRESS: STREET 1: C/O AZOFF MUSIC MANAGEMENT STREET 2: 1100 GLENDON AVENUE STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001006637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954546874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8800 WEST SUNSET BLVD. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 310-360-3300 MAIL ADDRESS: STREET 1: 8800 WEST SUNSET BLVD. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: TICKETMASTER DATE OF NAME CHANGE: 20010209 FORMER COMPANY: FORMER CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC DATE OF NAME CHANGE: 19980923 FORMER COMPANY: FORMER CONFORMED NAME: CITYSEARCH INC DATE OF NAME CHANGE: 19980617 4 1 a4.xml 4 X0303 4 2010-01-24 1 0001006637 TICKETMASTER ENTERTAINMENT, INC. TKTM 0001286512 AZOFF IRVING C/O AZOFF MUSIC MANAGEMENT 1100 GLENDON AVENUE STE 2000 LOS ANGELES CA 90024 1 1 0 0 Chief Executive Officer Common Stock 2010-01-25 4 D 0 1000000 D 0 I By Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997 Employee Stock Option (right to buy) 7.55 2010-01-25 4 D 0 1445088 D 2019-05-06 Common Stock, par value $0.01 1445088 0 D Employee Stock Option (right to buy) 20 2010-01-25 4 D 0 2000000 D 2018-10-29 Common Stock, par value $0.01 2000000 0 D Restricted Stock Unit 0 2010-01-25 4 D 0 200000 D Common Stock, par value $0.01 200000 0 D Restricted Stock Unit (Growth Award) 0 2010-01-25 4 D 0 252890 D Common Stock, par value $0.01 252890 0 D Restricted Stock Unit 0 2010-01-25 4 D 0 144509 D Common Stock, par value $0.01 144509 0 D Series A Convertible Preferred Stock 20 2010-01-24 4 D 0 1750000 D Common Stock, par value $0.01 1750000 0 I By Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997 The restricted stock provided for vesting in full on October 29, 2013 and was 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 1,474,372 shares of Live Nation restricted 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. This option, which provided for vesting in four equal annual installments with the first vesting on October 29, 2009, was assumed by Live Nation in the merger and replaced with an option to purchase 2,130,598 shares of Live Nation common stock for $5.12 per share. This option, which provided for vesting in four equal annual installments with the first vesting on October 29, 2009, was assumed by Live Nation in the merger and replaced with an option to purchase 2,948,745 shares of Live Nation common stock for $13.57 per share. These restricted stock units, which provided for vesting in four equal annual installments with the first vesting on June 9, 2010, subject to satisfaction of performance goals, were assumed by Live Nation in the merger and replaced with 294,875 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. These restricted stock units, which provided for vesting in equal tranches of 25% each upon the later of (x) the first, second, third and fourth anniversaries of January 25, 2010, and (y) the date that the average closing trading price for Live Nation common stock over any consecutive 12-month period following the merger exceeds $21.30, were assumed by Live Nation in the merger and replaced with 372,854 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share. These restricted stock units, which provided for vesting in annual installments on the first four anniversaries of the closing of the merger, subject to satisfaction of performance goals, were assumed by Live Nation in the merger and replaced with 213,060 Live Nation restricted stock units. The preferred stock (i) had a face value of $35 million, (ii) was convertible into shares of Ticketmaster common stock, (iii) accrued dividends at a rate of 3% per year, (iv) cliff vested on October 29, 2013, and (iv) was mandatorily redeemable on October 29, 2013 (if not previously converted or forfeited). In connection with the merger, on January 24, 2010, the preferred stock was canceled in exchange for a promissory note of equivalent value providing for (i) a payment of $1,669,937.96 on February 1, 2010, and (ii) a payment of $834,968.98 on March 1, 2010 and on the first day of each month thereafter until the final payment on October 1, 2013, in each case subject to certain conditions. Chris Riley as Attorney-in-Fact for Irving L. Azoff 2010-01-25 -----END PRIVACY-ENHANCED MESSAGE-----