0001335258-18-000158.txt : 20181129
0001335258-18-000158.hdr.sgml : 20181129
20181129173053
ACCESSION NUMBER: 0001335258-18-000158
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181127
FILED AS OF DATE: 20181129
DATE AS OF CHANGE: 20181129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rapino Michael
CENTRAL INDEX KEY: 0001337041
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32601
FILM NUMBER: 181209293
MAIL ADDRESS:
STREET 1: 9348 CIVIC CENTER DRIVE
STREET 2: FOURTH FLOOR
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Live Nation Entertainment, Inc.
CENTRAL INDEX KEY: 0001335258
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
IRS NUMBER: 203247759
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9348 CIVIC CENTER DRIVE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
BUSINESS PHONE: 310-867-7200
MAIL ADDRESS:
STREET 1: 9348 CIVIC CENTER DRIVE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
FORMER COMPANY:
FORMER CONFORMED NAME: Live Nation, Inc.
DATE OF NAME CHANGE: 20060111
FORMER COMPANY:
FORMER CONFORMED NAME: CCE Spinco, Inc.
DATE OF NAME CHANGE: 20050804
4
1
wf-form4_154353063747180.xml
FORM 4
X0306
4
2018-11-27
0
0001335258
Live Nation Entertainment, Inc.
LYV
0001337041
Rapino Michael
C/O LIVE NATION ENTERTAINMENT, INC.
9348 CIVIC CENTER DRIVE
BEVERLY HILLS
CA
90210
1
1
0
0
President & CEO
Common Stock
2018-11-27
4
M
0
35000
0
A
427071
D
Performance Share Award
2018-11-27
4
M
0
35000
0
D
Common Stock
700000.0
700000
D
Reporting person received the award under the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015, in connection with the attainment of a stock price target for a previously-issued performance share award, as further set forth in footnotes 4-6 below.
Represents a restricted stock award. These shares will vest 10% on November 27, 2019, 10% on November 27, 2020, 10% on November 27, 2021, 10% on November 27, 2022 and 60% on December 31, 2022, as explained in footnote 6 below.
Each performance share award represents a contingent right to receive one restricted share of Issuer's common stock, as further set forth in footnotes 4-6 below.
The attainment of a stock price target resulted in the vesting and conversion of a portion of the award into the 35,000 shares of restricted stock reflected in Table 1. Beneficial ownership following the reported transaction is still reported at the target level for the award, notwithstanding this vesting and conversion, for ease of understanding, as the relationship between the vesting of performance shares and the issuance of shares of restricted stock in respect thereof is nonlinear due to the potential to receive shares of restricted stock representing up to 250% of the target performance share award, as explained in footnote 5 below. Following this Report, upon attainment of currently unmet stock price targets for the performance share award, up to a total of 1,610,000 shares of restricted stock may be issued from time to time.
Each performance share award represents the right to receive, at settlement, a restricted share of Issuer's common stock based on attainment by Issuer, from time to time, of stock price targets (based on the closing price of Issuer's common stock on the NYSE on a particular day) over sixty days (which days do not have to be consecutive; the "Performance Targets") during a performance period beginning on November 1, 2017 and ending on December 31, 2022. The number of awards shown is at the target level; actual restricted shares of common stock issued may range up to 250% of the target level (1,750,000 restricted shares) based on which Performance Targets are attained. Settlement will occur, and restricted shares of common stock will be issued, from time to time during the performance period if and when a particular Performance Target is met. (Continued in footnote 6 below).
(Continued from footnote 5 above). The restricted shares of common stock issued in respect of performance share awards upon attainment of a particular Performance Target will vest, and the restrictions thereon will lapse, as follows: (i) 10% will vest on each of the first four anniversaries of the date of attainment of the corresponding Performance Target (to the extent such anniversary occurs on or before December 31, 2022), and (ii) all remaining unvested restricted shares of common stock will vest on December 31, 2022. Vesting of performance share awards and restricted shares of common stock issued in respect thereof is subject to and conditioned in each case upon the reporting person's continued employment with Issuer through the applicable vesting date.
Kathy Willard, Attorney-in-Fact for Michael Rapino
2018-11-29