X0306 4 2012-08-27 0 0001335258 Live Nation Entertainment, Inc. LYV 0001286512 AZOFF IRVING C/O LIVE NATION ENTERTAINMENT, INC. 9348 CIVIC CENTER DRIVE BEVERLY HILLS CA 90210 1 1 0 0 Executive Chairman Common Stock 2012-08-27 4 A 0 150000 A 467567 D Common Stock 2012-08-27 4 S 0 39100 8.66 D 3221860 I See Footnote Common Stock 2012-08-28 4 S 0 39100 8.72 D 3182760 I See Footnote Stock Option (buy) 8.71 2012-08-27 4 A 0 500000 A 2022-08-27 Common Stock 500000 500000 D Reporting person received the award under the Ticketmaster Entertainment, Inc. Amended and Restated 2008 Stock and Annual Incentive Plan (as assumed by Live Nation Entertainment, Inc.). Represents a restricted stock award. If certain financial and/or operational performance targets specified by the Company's Compensation Committee are achieved, the award will vest 25% per year for four years. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 15, 2012. This transaction was executed in multiple trades at prices ranging from $8.57 to $8.78. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Irving Azoff's indirect beneficial ownership includes shares held by Irving Azoff and Rochelle Azoff as Co-Trustees of the Azoff Family Trust of 1997 of which Mr. Azoff is a trustee, but not a beneficiary. This transaction was executed in multiple trades at prices ranging from $8.64 to $8.80. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Only vested shares may be exercised. These options will vest in four equal annual installments on the first, second, third and fourth anniversaries of the grant date. Kathy Willard, Attorney-in-Fact for Irving Azoff 2012-08-29