0001213900-22-050216.txt : 20220822 0001213900-22-050216.hdr.sgml : 20220822 20220822203044 ACCESSION NUMBER: 0001213900-22-050216 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220822 FILED AS OF DATE: 20220822 DATE AS OF CHANGE: 20220822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELLIN ROBERT S CENTRAL INDEX KEY: 0001071292 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38249 FILM NUMBER: 221184928 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LiveOne, Inc. CENTRAL INDEX KEY: 0001491419 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 980657263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 9200 SUNSET BOULEVARD STREET 2: SUITE #1201 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 601-2505 MAIL ADDRESS: STREET 1: 9200 SUNSET BOULEVARD STREET 2: SUITE #1201 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: LiveXLive Media, Inc. DATE OF NAME CHANGE: 20170808 FORMER COMPANY: FORMER CONFORMED NAME: LOTON, CORP DATE OF NAME CHANGE: 20100507 4 1 ownership.xml X0306 4 2022-08-22 0 0001491419 LiveOne, Inc. LVO 0001071292 ELLIN ROBERT S C/O LIVEONE, INC. 269 SOUTH BEVERLY DRIVE, SUITE 1450 BEVERLY HILLS CA 90212 1 1 1 0 CEO & Chairman Common Stock, $0.001 par value 2022-08-22 4 P 0 10000 0.9894 A 1974666 D Common Stock, $0.001 par value 2022-08-22 4 P 0 10000 0.9893 A 1984666 D Common Stock, $0.001 par value 17613714 I See footnotes The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.9706 to $0.99, inclusive. The Reporting Person undertakes to provide to 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 1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.9808 to $0.99, inclusive. The Reporting Person undertakes to provide to 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 2. Includes (i) 7,339,899 shares of Issuer's common stock owned by Trinad Capital as of August 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 August 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 August 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 4) (continued from footnote 3), (iv) approximately 1,984,462 shares of Issuer's common stock issuable as of August 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. 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. 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, and (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. /s/ Robert S. Ellin 2022-08-22