0001104659-14-007596.txt : 20140207 0001104659-14-007596.hdr.sgml : 20140207 20140207170755 ACCESSION NUMBER: 0001104659-14-007596 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 GROUP MEMBERS: SILLERMAN ENTERTAINMENT PARTNERS GROUP MEMBERS: SILLERMAN ENTERTAINMENT PARTNERS II GROUP MEMBERS: SILLERMAN INVESTMENT PARTNERS I GROUP MEMBERS: SILLERMAN INVESTMENT PARTNERS III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SFX Entertainment, INC CENTRAL INDEX KEY: 0001553588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87658 FILM NUMBER: 14585230 BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-561-6400 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SFX HOLDING Corp DATE OF NAME CHANGE: 20120705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 SC 13G 1 a14-4602_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

SFX Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

784178303

(CUSIP Number)

December 31, 2013

(Date of Event That Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1 (b)

o

Rule 13d-1 (c)

x

Rule 13d-1 (d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 1 OF 7

 

 

1.

Names of Reporting Persons

 

Robert F. X. Sillerman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

38,333,000 (1)(2)

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power

38,333,000 (1)(2)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

38,333,000 (1)(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
(See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)

43.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)

 

IN

 


(1)  Includes 1,000,000 shares subject to stock options held by Mr. Sillerman and exercisable within sixty (60) days of December 31, 2013.

 

(2)  Includes 19,124,000 shares that are the subject of certain nominee agreements with various stockholders of SFX Entertainment, Inc. (including, but not limited to, the other Reporting Persons named herein), which name Mr. Sillerman as nominee with respect to such shares and give 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 (each a “Nominee Agreement” and, collectively, the “Nominee Agreements”).

 

(3)  Based on 88,254,237 shares of Common Stock of the Company outstanding as of December 31, 2013.

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 2 OF 7

 

 

1.

Names of Reporting Persons

Sillerman Investment Partners I

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

7,446,000 (1)

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power

7,446,000 (1)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

7,446,000 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
(See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)

8.4% (2)

 

 

12.

Type of Reporting Person (See Instructions)

PN

 


(1)  These shares are subject to a Nominee Agreement with Mr. Sillerman (the “Nominee”).  The Reporting Person may be deemed to be the beneficial owner of these shares because of the fact that the Nominee Agreement may be terminated upon the earlier of (i) two business days after delivery by the Reporting Person to the Nominee of written notice to terminate the agreement or (ii) two business days after delivery by the Nominee to the Reporting Person of the Nominee’s written notice of resignation as a nominee.  In the event that the Nominee Agreement is terminated, voting and dispositive power with respect to these shares will immediately revert back to the Reporting Person.

 

(2)  Based on 88,254,237 shares of Common Stock of the Company outstanding as of December 31, 2013.

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 3 OF 7

 

 

1.

Names of Reporting Persons

Sillerman Entertainment Partners

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

1,880,000 (1)

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power

1,880,000 (1)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,880,000 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
(See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)

2.1% (2)

 

 

12.

Type of Reporting Person (See Instructions)

PN

 


(1)  These shares are subject to a Nominee Agreement with Mr. Sillerman (the “Nominee”).  The Reporting Person may be deemed to be the beneficial owner of these shares because of the fact that the Nominee Agreement may be terminated upon the earlier of (i) two business days after delivery by the Reporting Person to the Nominee of written notice to terminate the agreement or (ii) two business days after delivery by the Nominee to the Reporting Person of the Nominee’s written notice of resignation as a nominee.  In the event that the Nominee Agreement is terminated, voting and dispositive power with respect to these shares will immediately revert back to the Reporting Person.

 

(2)  Based on 88,254,237 shares of Common Stock of the Company outstanding as of December 31, 2013.

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 4 OF 7

 

 

1.

Names of Reporting Persons

Sillerman Investment Partners II

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

900,000 (1)

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power

900,000 (1)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

900,000 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
(See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)

1.0% (2)

 

 

12.

Type of Reporting Person (See Instructions)

PN

 


(1)  These shares are subject to a Nominee Agreement with Mr. Sillerman (the “Nominee”).  The Reporting Person may be deemed to be the beneficial owner of these shares because of the fact that the Nominee Agreement may be terminated upon the earlier of (i) two business days after delivery by the Reporting Person to the Nominee of written notice to terminate the agreement or (ii) two business days after delivery by the Nominee to the Reporting Person of the Nominee’s written notice of resignation as a nominee.  In the event that the Nominee Agreement is terminated, voting and dispositive power with respect to these shares will immediately revert back to the Reporting Person.

 

(2)  Based on 88,254,237 shares of Common Stock of the Company outstanding as of December 31, 2013.

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 5 OF 7

 

 

1.

Names of Reporting Persons

Sillerman Investment Partners III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

720,000 (1)

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power

720,000 (1)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

720,000 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
(See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)

0.8% (2)

 

 

12.

Type of Reporting Person (See Instructions)

PN

 


(1)  These shares are subject to a Nominee Agreement with Mr. Sillerman (the “Nominee”).  The Reporting Person may be deemed to be the beneficial owner of these shares because of the fact that the Nominee Agreement may be terminated upon the earlier of (i) two business days after delivery by the Reporting Person to the Nominee of written notice to terminate the agreement or (ii) two business days after delivery by the Nominee to the Reporting Person of the Nominee’s written notice of resignation as a nominee.  In the event that the Nominee Agreement is terminated, voting and dispositive power with respect to these shares will immediately revert back to the Reporting Person.

 

(2)  Based on 88,254,237 shares of Common Stock of the Company outstanding as of December 31, 2013.

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 6 OF 7

 

Item 1(a).

Name of Issuer:

SFX Entertainment, Inc. (the “Company”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

430 Park Ave., Sixth Floor

New York, NY 10022

Item 2(a).

Name of Person(s) Filing:

Robert F. X. Sillerman

Sillerman Investment Partners I

Sillerman Entertainment Partners

Sillerman Investment Partners II

Sillerman Investment Partners III

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

430 Park Ave., Sixth Floor

New York, NY 10022

Item 2(c).

Citizenship:

Robert F. X. Sillerman - United States

Sillerman Investment Partners I, Sillerman Entertainment Partners, Sillerman

Investment Partners II and Sillerman Investment Partners III are each general partnerships with their principal place of business in New York.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number:

784178303

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

Item 4.

Ownership:

 

The information required by Items 4(a) — (c) is set forth in Rows (5) — (11) of the cover page for each Reporting Person and is incorporated herein by reference.  

 



 

CUSIP No. 784178303

SCHEDULE 13G

PAGE 7 OF 7

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

19,124,000 shares of Common Stock are beneficially owned by Mr. Sillerman pursuant to certain nominee agreements (each a “Nominee Agreement” and, collectively, the “Nominee Agreements”) with various stockholders of the Company (the “Beneficiaries”), including, without limitation, the other Reporting Persons named herein.  The Nominee Agreements name Mr. Sillerman as nominee with respect to the shares that are the subject of each such Nominee Agreement and give Mr. Sillerman the exclusive right to (i) vote or abstain from voting such shares and (ii) make any and all dispositions with respect to such shares; provided, however, that the Beneficiaries will be entitled to receive all cash and other property received by Mr. Sillerman with respect to such shares (other than distributions that are themselves in the form of additional shares, which will become subject to the Nominee Agreements and be held by Mr. Sillerman).

 

Only one of the Nominee Agreements, the agreement between Mr. Sillerman and Sillerman Investment Partners I, as Beneficiary, relates to more than 5% of the outstanding shares of Common Stock of the Company.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported By the Parent Holding Company or Control Person.

 

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit A.

 

The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d) of the Act due to Mr. Sillerman’s common control of such entities. Neither the filing of this Schedule 13G, any amendment hereto, nor any of their respective contents shall be deemed to constitute an admission that any Reporting Person is a member of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Except as expressly stated herein, each Reporting Person disclaims any beneficial ownership of or pecuniary interest in any of the shares of Common Stock beneficially owned by any other Reporting Person.

Item 9.

Notice of Dissolution of the Group.

 

Not Applicable.

Item 10.

Certification:

 

Not Applicable.

 



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: February 7, 2014

Robert F. X. Sillerman

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Chairman of the Board and Chief Executive Officer

 

 

 

 

Date: February 7, 2014

Sillerman Investment Partners I

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 

 

 

 

Date: February 7, 2014

Sillerman Entertainment Partners

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 

 

 

 

Date: February 7, 2014

Sillerman Investment Partners II

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 

 

 

 

Date: February 7, 2014

Sillerman Investment Partners III

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 



 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them, of this Schedule 13G (including further amendments thereto) with respect to the common stock, par value $0.001 per share, of SFX Entertainment, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing.

 

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 7th day of February, 2014.

 

 

 

Robert F. X. Sillerman

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Chairman of the Board and Chief Executive Officer

 

 

 

 

 

Sillerman Investment Partners I

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 

 

 

 

 

Sillerman Entertainment Partners

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 

 

 

 

 

Sillerman Investment Partners II

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory

 

 

 

 

 

Sillerman Investment Partners III

 

 

 

 

 

 

By:

/s/ Robert F. X. Sillerman

 

Name:

Robert F. X. Sillerman

 

Title:

Authorized Signatory