---

This Amendment No. 8 (this "Amendment No. 8") amends and supplements the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on February 25, 2015 by Robert F.X. Sillerman ("Mr. Sillerman") and Sillerman Investment Company III LLC ("SIC") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of SFX Entertainment, Inc. (the "Company"), as amended by Amendment No. 1 thereto filed on March 5, 2015, Amendment No. 2 thereto filed on May 27, 2015, Amendment No. 3 thereto filed on May 29, 2015, Amendment No. 4 thereto filed on June 19, 2015, Amendment No. 5 filed on July 13, 2015, Amendment No. 6 filed on August 4, 2015 and Amendment No. 7 filed on September 23, 2015 (as so amended, the "Statement").   Capitalized terms not defined in this Amendment No. 8 have the meaning ascribed to them in the Statement.

 

On October 2, 2015, SIC acquired 1,152,605 shares of Common Stock from Wolverine Flagship Fund Trading ("Wolverine") for $5.25 per share, or approximately $6,051,176.25, in the aggregate, plus Wolverine's fees and expenses, pursuant to the exercise by Wolverine of a put right granted by Mr. Sillerman to Wolverine on June 17, 2015, to sell to him those shares, which were issued by the Company on June 17, 2015 to Wolverine for $4.338 per share.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Amendment No. 8 is hereby amended and restated as follows:

(a)(b)

As of October 5, 2015, Mr. Sillerman was the beneficial owner of, and held the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of, 38,836,818 shares of Common Stock, representing 39.0% of the outstanding shares of Common Stock. These shares include:

1.	1,500,000 shares of Common Stock subject to stock options held by Mr. Sillerman that are currently exercisable or exercisable within sixty (60) days of October 5, 2015;

2.

31,112,868 shares of Common Stock, representing 31.7% of the outstanding shares of Common Stock, held by SIC (of which Mr. Sillerman is the sole member and manager and, in such capacity, holds the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Common Stock held by SIC);

3.	1,333,000 shares of unvested restricted Common Stock held by Mr. Sillerman;

4.	2,189,950 shares of Common Stock held by ESFX (of which Mr. Sillerman is the manager and, in such capacity, holds the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Common Stock held by ESFX); and

5.

2,701,000 shares of Common Stock subject to certain nominee agreements (each a "Nominee Agreement" and, collectively, the "Nominee Agreements") with various stockholders of the Company (such stockholders, the "Beneficiaries"). Each Nominee Agreement names Mr. Sillerman as the nominee with respect to the shares subject to such Nominee Agreement and gives him the exclusive right to (i) vote or abstain from voting such shares and (ii) make any and all dispositions with respect to such shares.

The percentages of the outstanding shares set forth above were calculated based on 98,167,718 shares of Common Stock outstanding as of October 5, 2015.

 

(c)

The disclosure in Item 4 is incorporated herein by reference.

Except as set forth above and otherwise set forth in this Statement, as of October 5, 2015, the Reporting Persons have not effected any transactions in the shares of Common Stock during the past 60 days.

(d)

With respect to the 31,112,868 shares of Common Stock held directly by SIC, as the sole member and manger of SIC, Mr. Sillerman has, as of October 5, 2015, the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

With respect to the 2,189,950 shares of Common Stock held by ESFX, ESFX has the right to receive dividends from, or the proceeds from the sale of, such shares.

With respect to the 2,701,000 shares of Common Stock that are the subject of the Nominee Agreements, as of October 5, 2015, the Beneficiaries have the right to receive and the power to direct the receipt of dividends (other than dividends in the form of additional shares of Common Stock, which will be held by Mr. Sillerman as the nominee) from, or the proceeds from the sale of, such shares.

(e)

Not applicable.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented by adding the following:

The disclosure in Item 4 above is incorporated by reference in its entirety into this Item 6.