0001213900-19-003889.txt : 20190311 0001213900-19-003889.hdr.sgml : 20190311 20190311083040 ACCESSION NUMBER: 0001213900-19-003889 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190307 FILED AS OF DATE: 20190311 DATE AS OF CHANGE: 20190311 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: 19670999 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LiveXLive Media, 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) 601-2500 MAIL ADDRESS: STREET 1: 9200 SUNSET BOULEVARD STREET 2: SUITE #1201 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: LOTON, CORP DATE OF NAME CHANGE: 20100507 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2019-03-07 0 0001491419 LiveXLive Media, Inc. LIVX 0001071292 ELLIN ROBERT S C/O LIVEXLIVE MEDIA, INC. 9200 SUNSET BOULEVARD, SUITE #1201 WEST HOLLYWOOD CA 90069 1 1 1 0 CEO & Chairman Common Stock 2019-03-07 4 P 0 1000 5.337 A 120943 D Common Stock 2019-03-08 4 P 0 800 5.3138 A 121743 D Common Stock 17224190 I See footnotes The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.20 to $5.50, inclusive. The Reporting Person undertakes to provide to LiveXLive Media, Inc. (the "Issuer"), any security holder of the 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 $5.25 to $5.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the 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) 6,887,420 shares of the Issuer's common stock (the "Common Stock") owned by Trinad Capital Master Fund, Ltd. ("Trinad Capital"), 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 Common Stock owned by Trinad Capital Management, LLC ("Trinad Management"), as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,814,210 shares of Common Stock owned by JJAT Corp. ("JJAT"), 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) 1,213,209 shares of Common Stock owned by the Robert Ellin Profit Sharing Plan (the "Profit Sharing Plan"), as the Reporting Person, the trustee of the Profit Sharing Plan, is deemed to have sole voting and dispositive power over such shares, and (v) approximately 1,593,135 shares of Common Stock issuable as of February 18, 2019 upon conversion of the 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 the Issuer's public offering completed on December 27, 2017. 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 4,486,962 shares of Common Stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power. /s/ Robert S. Ellin 2019-03-11