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