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).
1. Name and Address of Reporting Person*
Riley Christopher

(Last) (First) (Middle)
8800 WEST SUNSET BOULEVARD

(Street)
WEST HOLLYWOOD CA 90069

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TICKETMASTER ENTERTAINMENT, INC. [ TKTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2010
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)
Code V Amount (A) or (D) Price
Common Stock 01/25/2010 D 299 D (1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $13.3 01/22/2010 A 76,000 (2) 01/22/2020 Common Stock, par value $0.01 76,000 $0 76,000 D
Employee Stock Option (right to buy) $13.3 01/25/2010 D 76,000 (3) 01/22/2020 Common Stock, par value $0.01 76,000 (3) 0 D
Employee Stock Option (right to buy) $5.33 01/25/2010 D 52,500 (4) 04/29/2019 Common Stock, par value $0.01 52,500 (4) 0 D
Employee Stock Option (right to buy) $36.6 01/25/2010 D 467 (5) 03/31/2010 Common Stock, par value $0.01 467 (5) 0 D
Employee Stock Option (right to buy) $40.73 01/25/2010 D 670 (6) 03/19/2012 Common Stock, par value $0.01 670 (6) 0 D
Employee Stock Option (right to buy) $28.24 01/25/2010 D 6,100 (7) 01/31/2018 Common Stock, par value $0.01 6,100 (7) 0 D
Restricted Stock Unit $0 01/25/2010 D 140 (8) (8) Common Stock, par value $0.01 140 (8) 0 D
Restricted Stock Unit $0 01/25/2010 D 506 (9) (9) Common Stock, par value $0.01 506 (9) 0 D
Restricted Stock Unit $0 01/25/2010 D 644 (10) (10) Common Stock, par value $0.01 644 (10) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger dated as of February 10, 2009 (the "Merger Agreement"), among Ticketmaster Entertainment, Inc., Live Nation, Inc. ("Live Nation") and Merger Sub (as therein defined), in exchange for 440 shares of Live Nation common stock, based on the final exchange ratio of 1.4743728 shares of Live Nation common stock per share of the issuer's common stock. On the date of the merger, Live Nation common stock had a market value of $10.51 per share.
2. The stock options vest in four equal annual installments with the first vesting scheduled on January 22, 2011.
3. This option, which provided for vesting in four equal annual installments with the first vesting on January 22, 2011, was assumed by Live Nation in the merger and replaced with an option to purchase 112,052 shares of Live Nation common stock for $9.02 per share.
4. This option, which provided for vesting in four equal annual installments with the first vesting on April 29, 2010, was assumed by Live Nation in the merger and replaced with an option to purchase 77,404 shares of Live Nation common stock for $3.62 per share.
5. This option, which was fully vested on August 20, 2008, was assumed by Live Nation in the merger and replaced with an option to purchase 688 shares of Live Nation common stock for $24.83 per share.
6. This option, which was fully vested on August 20, 2008, was assumed by Live Nation in the merger and replaced with an option to purchase 987 shares of Live Nation common stock for $27.63 per share.
7. This option, which provided for vesting in four equal annual installments with the first vesting on January 31, 2009, was assumed by Live Nation in the merger and replaced with an option to purchase 8,993 shares of Live Nation common stock for $19.16 per share.
8. These restricted stock units, which provided for vesting in full on February 16, 2010, were assumed by Live Nation in the merger and replaced with 206 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share.
9. These restricted stock units, which provided for vesting in equal annual installments over three years with the first vesting on February 16, 2010, were assumed by Live Nation in the merger and replaced with 746 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share.
10. These restricted stock units, which provided for vesting in equal annual installments over two years with the first vesting on February 6, 2010, were assumed by Live Nation in the merger and replaced with 949 Live Nation restricted stock units. On the date of the merger, Live Nation common stock had a market value of $10.51 per share.
Christopher Riley 01/25/2010
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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