0001140361-15-036864.txt : 20151005
0001140361-15-036864.hdr.sgml : 20151005
20151005161428
ACCESSION NUMBER: 0001140361-15-036864
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151002
FILED AS OF DATE: 20151005
DATE AS OF CHANGE: 20151005
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: 151143434
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10155
4
1
doc1.xml
FORM 4
X0306
4
2015-10-02
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
2015-10-02
4
X
0
1152605
5.25
A
31112868
I
By Sillerman Investment Company III LLC
Common Stcok
1333000
D
Common Stock
2701000
D
Common Stock
2189950
I
By ESFX LLC
Put Option (Obligation to Buy Common Stock)
5.25
2015-10-02
4
X
0
1152605
0
D
Common Stock
1152605
1152605
I
By Sillerman Investment Company III LLC
On October 2, 2015, Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member, purchased 1,152,605 shares of Common Stock from an investor (the "Investor") for $5.25 per share pursuant to the exercise by the Investor of a put option granted by Mr. Sillerman to the Investor on June 17, 2015 (the "Put Option").
These shares are owned directly by SIC and indirectly by Mr. Sillerman as the manager and sole member of SIC.
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.
These shares are owned directly by ESFX LLC. Mr. Sillerman is the manager of ESFX LLC and has the exclusive right to vote and dispose of the shares of Common Stock owned by ESFX LLC. In addition, SIC owns 50% of the membership interest in ESFX LLC. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX LLC except to the extent of his pecuniary interest therein.
The Put Option was exercisable by the Investor during a period beginning on the earliest to occur of (i) January 6, 2016, (ii) the termination of that certain Agreement and Plan of Merger dated as of May 26, 2015 by and among the Company and certain affiliates of Mr. Sillerman (the "Merger Agreement"), or abandonment of the transactions contemplated thereby and (iii) the date on which the Company enters into a definitive agreement with a third-party to acquire all or substantially all of the assets or shares of common stock of the Company, and ending on the later of (x) June 17, 2016 and (y) if the Merger Agreement is terminated, the tenth business day following the public announcement of such termination.
/s/ Robert FX Sillerman
2015-10-05