FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2010 |
3. Issuer Name and Ticker or Trading Symbol
Live Nation Entertainment, Inc. [ LYV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 33,914(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | (2) | (2) | Common Stock, par value $0.01 | 15,684 | $0(2) | D | |
Restricted Stock Units | (3) | (3) | Common Stock, par value $0.01 | 6,002 | $0(3) | D | |
Stock Option (buy) | 01/25/2010(4) | 12/18/2010 | Common Stock, par value $0.01 | 55,284(4) | $17.26(4) | D | |
Stock Option (buy) | 01/25/2010(5) | 12/16/2011 | Common Stock, par value $0.01 | 79,620(5) | $22.07(5) | D | |
Stock Option (buy) | 01/25/2010(6) | 04/25/2011 | Common Stock, par value $0.01 | 36,856(6) | $20.89(6) | D |
Explanation of Responses: |
1. In connection with the merger (the "Merger") of Ticketmaster Entertainment, Inc. ("Ticketmaster") with and into a wholly-owned subsidiary of the Issuer on January 25, 2010, each of the 23,003 shares of common stock, par value $0.01, of Ticketmaster ("Ticketmaster Common Stock") previously held by the Reporting Person was cancelled and converted into the right to receive 1.4743728 shares of common stock, par value $0.01 per share, of the Issuer ("Issuer Common Stock"). On January 25, 2010, the closing price of Issuer Common Stock as reported on the New York Stock Exchange was $10.51 per share, and the closing price of Ticketmaster Common Stock as reported on the NASDAQ Global Select Market was $15.40 per share. |
2. Received in connection with the Merger on January 25, 2010 in exchange for 10,638 Ticketmaster restricted stock units previously held by the Reporting Person. The Issuer restricted stock units vest in equal installments on January 8, 2011 and January 8, 2012. |
3. Received in connection with the Merger on January 25, 2010 in exchange for 4,071 Ticketmaster restricted stock units previously held by the Reporting Person. The Issuer restricted stock units were 50% vested on January 25, 2010, the Merger date, and the remainder vests on August 20, 2010. |
4. Received in connection with the Merger on January 25, 2010 in exchange for an option to acquire 37,497 shares of Ticketmaster Common Stock at an exercise price of $25.44 per share previously held by the Reporting Person. This option to acquire Issuer Common Stock was fully vested on January 25, 2010. |
5. Received in connection with the Merger on January 25, 2010 in exchange for an option to acquire 54,003 shares of Ticketmaster Common Stock at an exercise price of $32.54 per share previously held by the Reporting Person. This option to acquire Issuer Common Stock was fully vested on January 25, 2010. |
6. Received in connection with the Merger on January 25, 2010 in exchange for an option to acquire 24,998 shares of Ticketmaster Common Stock at an exercise price of $30.80 per share previously held by the Reporting Person. This option to acquire Issuer Common Stock was fully vested on January 25, 2010. |
Michael Rowles, Attorney-in-Fact for Victor Kaufman | 02/04/2010 | |
** 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 5 (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 Number. |