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^*

AZOFF IRVING

(Last)

(First)

(Middle)

C/O AZOFF MUSIC MANAGEMENT

1100 GLENDON AVENUE STE 2000

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TICKETMASTER ENTERTAINMENT, INC. [ TKTM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2010

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)
Common Stock	01/25/2010		D		1,000,000⁽¹⁾	D	⁽¹⁾	0	I	By Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997

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)
Employee Stock Option (right to buy)	$7.55	01/25/2010		D			1,445,088	⁽²⁾	05/06/2019	Common Stock, par value $0.01	1,445,088	⁽²⁾	0	D
Employee Stock Option (right to buy)	$20	01/25/2010		D			2,000,000	⁽³⁾	10/29/2018	Common Stock, par value $0.01	2,000,000	⁽³⁾	0	D
Restricted Stock Unit	$0	01/25/2010		D			200,000	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01	200,000	⁽⁴⁾	0	D
Restricted Stock Unit (Growth Award)	$0	01/25/2010		D			252,890	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01	252,890	⁽⁵⁾	0	D
Restricted Stock Unit	$0	01/25/2010		D			144,509	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01	144,509	⁽⁶⁾	0	D
Series A Convertible Preferred Stock	$20	01/24/2010		D			1,750,000	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01	1,750,000	⁽⁷⁾	0	I	By Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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	01/25/2010
	** Signature of Reporting Person	Date
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