Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liberty Media Corp

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Live Nation Entertainment, Inc. [ LYV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
0.50% Exch. Sr. Debentures due 2050 (obligation to sell)	⁽¹⁾⁽³⁾	08/29/2024⁽¹⁾		C⁽¹⁾⁽³⁾		$200,000		⁽³⁾	12/01/2050	Common Stock	2,219	⁽³⁾	$62,155,000	D
0.50% Exch. Sr. Debentures due 2050 (obligation to sell)	⁽²⁾⁽³⁾	08/30/2024⁽²⁾		C⁽²⁾⁽³⁾		$49,605,000		⁽³⁾	12/01/2050	Common Stock	550,531	⁽³⁾	$12,550,000	D
0.50% Exch. Sr. Debentures due 2050 (obligation to sell)	⁽³⁾⁽⁴⁾	08/30/2024⁽²⁾		P⁽³⁾⁽⁴⁾		$12,550,000		⁽³⁾	12/01/2050	Common Stock	139,283	⁽⁴⁾	$0	D

Explanation of Responses:

1. On August 29, 2024, the election of holders of an aggregate of $200,000 in original principal amount of the reporting person's 0.50% exchangeable senior debentures due 2050 (the "Debentures") to exchange such Debentures for cash having a value equal to the current market price of the reference shares attributable to each Debenture exchanged became irrevocable.

2. On August 30, 2024, the election of holders of an aggregate of $49,605,000 in original principal amount of the Debentures to exchange such Debentures for cash having a value equal to the current market price of the reference shares attributable to each Debenture exchanged became irrevocable.

3. Currently, the reference shares attributable to each $1,000 original principal amount of Debentures consist of 11.0983 shares of the common stock, par value $0.01 per share, of Live Nation Entertainment, Inc. In connection with such exchanges, the current market price for each reference share will be equal to the average of the daily volume weighted average price of that reference share on the New York Stock Exchange for the 30 trading day period commencing on the fourth trading day following September 1, 2024. The Debentures were exchangeable solely for cash, at the option of the holder and subject to certain terms and conditions, at any time during the period commencing on June 1, 2024 until the close of business on August 29, 2024.

4. On August 30, 2024, the reporting person became obligated to redeem the $12,550,000 principal amount of the Debentures that remained outstanding. On September 3, 2024, holders of the Debentures received payment of $1,000 for each $1,000 principal amount of the Debentures redeemed, plus accrued and unpaid interest in the amount of $0.00.

	Liberty Media Corporation By: /s/ Katherine C. Jewell, Title: Vice President	09/03/2024
	** 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).
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