0001140361-15-029726.txt : 20150804 0001140361-15-029726.hdr.sgml : 20150804 20150804163645 ACCESSION NUMBER: 0001140361-15-029726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150731 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SFX Entertainment, INC CENTRAL INDEX KEY: 0001553588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-561-6400 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: SFX HOLDING Corp DATE OF NAME CHANGE: 20120705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36119 FILM NUMBER: 151026041 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 4 1 doc1.xml FORM 4 X0306 4 2015-07-31 0 0001553588 SFX Entertainment, INC SFXE 0000940128 SILLERMAN ROBERT F X 902 BROADWAY, 15TH FLOOR NEW YORK NY 10010 1 1 1 0 CEO & Chrmn of Bd of Directors Common Stock 2015-07-31 4 J 0 1037345 D 29960263 I By Sillerman Investment Company III LLC Common Stock 2015-07-31 4 J 0 1037345 A 1037345 I By ESFX LLC Common Stock 2015-07-31 4 J 0 1152605 4.34 A 2189950 I By ESFX LLC Common Stock 1333000 D Common Stock 2701000 D Obligation to Buy Common Stock 5.25 2015-07-31 4 J 0 1152605 A Common Stock 1152605 1152605 D On July 31, 2015, Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member, contributed 1,037,345 shares of Common Stock owned by it to ESFX LLC ("ESFX") as a capital contribution. SIC owns 50% of the membership interests in, and Mr. Sillerman is the manager of, ESFX. These shares are owned directly by SIC and indirectly by Mr. Sillerman as the manager and sole member of SIC. These shares are owned directly by ESFX. Mr. Sillerman is the manager of ESFX and has the exclusive right to vote and dispose of the shares of Common Stock owned by ESFX. In addition, as described in Note (1) above, SIC owns 50% of the membership interest in ESFX. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX except to the extent of his pecuniary interest therein. On July 31, 2015, ESFX purchased 1,152,605 shares of Common Stock from an unaffiliated investor (the "Investor") for $5,000,000, representing a purchase price of $4.338 per share. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX except to the extent of his pecuniary interest therein. This row includes 100,000 restricted shares that will vest on December 31, 2015, 1,000,000 restricted shares that will vest on February 11, 2016, and 233,000 restricted shares that will vest on October 15, 2016, all subject to accelerated vesting under certain conditions as set forth in Mr. Sillerman's employment agreement. These shares are beneficially owned by Mr. Sillerman pursuant to nominee agreements with various stockholders of the Company (including one partnership controlled by Mr. Sillerman) (such stockholders, the "Beneficiaries") that name Mr. Sillerman as nominee with respect to such shares. Mr. Sillerman has the exclusive right to vote and dispose of the shares subject to the nominee agreements. The nominee agreements may be terminated upon the earlier of (i) two business days after delivery by the Beneficiary to Mr. Sillerman of written notice to terminate the agreement or (ii) two business days after delivery by Mr. Sillerman to the Beneficiary of his written notice of resignation as nominee. Mr. Sillerman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Mr. Sillerman had previously granted the Investor a put right (the "Put Right") to sell to him under specified circumstances and conditions, at a put price of $5.25 per share in cash all or a portion of the 1,152,605 shares of Common Stock held by the Investor. On July 31, 2015, in connection with ESFX's purchase of 1,152,605 shares of Common Stock from the Investor described under Note (4) above, the Put Right was cancelled for no value. /s/ Robert FX Sillerman 2015-08-04