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