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Filing Details

Accession Number:
0001213900-19-017676
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-09-10 21:15:17
Reporting Period:
2019-09-06
Accepted Time:
2019-09-10 21:15:17
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1491419 Livexlive Media Inc. LIVX () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1071292 S Robert Ellin C/o Livexlive Media, Inc.
269 South Beverly Drive, Suite #1450
Beverly Hills CA 90212
Ceo & Chairman Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, $0.001 Par Value Acquisiton 2019-09-06 2,800 $2.09 17,217,041 No 4 P Indirect See footnotes
Common Stock, $0.001 Par Value Acquisiton 2019-09-09 6,600 $1.93 17,223,641 No 4 P Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, $0.001 Par Value 158,742 Direct
Footnotes
  1. These shares were purchased by Trinad Capital Master Fund, Ltd.
  2. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.94 to $2.15, inclusive. The Reporting Person undertakes to provide to LiveXLive Media, Inc. (the "Issuer"), any security holder of the Issuer or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2.
  3. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.85 to $2.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 3.
  4. Includes (i) 6,821,341 and 6,827,941 shares of the Issuer's common stock (the "Common Stock") as of September 6, 2019 and September 9, 2019, respectively, owned by Trinad Capital Master Fund, Ltd. ("Trinad Capital"), 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 Common Stock owned by Trinad Capital Management, LLC ("Trinad Management"), as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,814,210 shares of Common Stock owned by JJAT Corp. ("JJAT"), 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 5)
  5. (continued from footnote 4) (iv) 1,213,209 shares of Common Stock owned by the Robert Ellin Profit Sharing Plan (the "Profit Sharing Plan"), as the Reporting Person, the trustee of the Profit Sharing Plan, is deemed to have sole voting and dispositive power over such shares, and (v) approximately 1,652,065 shares of Common Stock issuable as of August 29, 2019 upon conversion of the 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 the Issuer's public offering completed on December 27, 2017. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.
  6. 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.
  7. Does not include 4,486,962 shares of Common Stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power.