Statement of Changes in Beneficial Ownership (4)
March 07 2022 - 07:24AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * ELLIN ROBERT
S |
2. Issuer Name and Ticker or Trading
Symbol LiveOne, Inc. [ LVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO & Chairman |
(Last)
(First)
(Middle)
C/O LIVEONE, INC., 269 SOUTH BEVERLY DRIVE, SUITE
1450 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/4/2022
|
(Street)
BEVERLY HILLS, CA 90212
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock, $0.001 par
value |
3/4/2022 |
|
P |
|
25000 |
A |
$0.7939 (1) |
1859666 |
D |
|
Common Stock, $0.001 par
value |
|
|
|
|
|
|
|
16969194 |
I |
See footnotes (2)(3)(4)(5) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
The price reported is a
weighted average price. These shares were purchased in multiple
transactions at prices ranging from $0.7794 to $0.80, inclusive.
The Reporting Person undertakes to provide to LiveOne, Inc.
("Issuer") or the staff of the U.S. Securities and Exchange
Commission, upon request, full information regarding the number of
shares purchased at each separate price within the range set forth
in this footnote 1. |
(2) |
Includes (i) 6,839,899
shares of Issuer's common stock owned by Trinad Capital as of
February 15, 2022, as the Reporting Person, the Managing Director
and Portfolio Manager of Trinad Capital, is deemed to have sole
voting and dispositive power over such shares, (ii) 716,216 shares
of Issuer's common stock owned by Trinad Capital Management, LLC
("Trinad Management") as of February 15, 2022, as the Reporting
Person, the Managing Member of Trinad Management, is deemed to have
sole voting and dispositive power over such shares, (iii) 6,817,810
shares of Issuer's common stock owned by JJAT Corp. ("JJAT") as of
February 15, 2022, an entity owned by the Reporting Person, as the
Reporting Person is deemed to have sole voting and dispositive
power over such shares, (continued to footnote 3) |
(3) |
(continued from footnote 2),
(iv) approximately 1,928,602 shares of Issuer's common stock
issuable as of February 15, 2022 upon conversion of Issuer's
convertible notes held by Trinad Capital, which Trinad Capital has
the right to convert at the conversion price of $3.00 per share as
a result of Issuer's public offering completed on December 27,
2017, and (v) 666,667 stock options to purchase shares of Issuer's
common stock at an exercise price of $4.00 per share. Accordingly,
securities owned by these entities may be regarded as being
beneficially owned by the Reporting Person. |
(4) |
Each of the Reporting Person
and Trinad Management disclaim beneficial ownership of the reported
securities except for the (i) Reporting Person's and Trinad
Management's pecuniary interest therein, (ii) direct beneficial
ownership of Trinad Management as reported herein, (iii) indirect
interest of Trinad Management by virtue of being the Managing
Director and Portfolio Manager of Trinad Capital, (iv) indirect
interest of the Reporting Person by virtue of being a member of
Trinad Management, (v) indirect interest of the Reporting Person by
virtue of being a shareholder of JJAT, and (vi) indirect interest
of the Reporting Person by virtue of being a member of Trinad
Capital. This report shall not be deemed an admission that the
Reporting Person is the beneficial owner of these securities for
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or for any other purpose. |
(5) |
Does not include (i) shares
of Issuer's common stock held by a family trust and family
foundation as to which the Reporting Person does not exercise
voting or dispositive power, (ii) 88,660 restricted stock units
that shall vest on September 7, 2022, subject to earlier vesting in
the event of a change in control or the Reporting Person's
departure from Issuer, and (iii) 500,000 stock options granted by
Issuer to the Reporting Person which have not yet vested and which
shall vest in accordance with certain conditions specified in the
Reporting Person's employment agreement with Issuer, subject to his
continued employment with Issuer through the applicable vesting
date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ELLIN ROBERT S
C/O LIVEONE, INC.
269 SOUTH BEVERLY DRIVE, SUITE 1450
BEVERLY HILLS, CA 90212 |
X |
X |
CEO & Chairman |
|
Signatures
|
/s/ Robert S. Ellin |
|
3/7/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
LiveXLive Media (NASDAQ:LIVX)
Historical Stock Chart
From Feb 2023 to Mar 2023
LiveXLive Media (NASDAQ:LIVX)
Historical Stock Chart
From Mar 2022 to Mar 2023