SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

McNamara Sue

(Last)

(First)

(Middle)

C/O PODCASTONE, INC.,

335 NORTH MAPLE DRIVE, SUITE 127

(Street)

BEVERLY HILLS

90212

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2023

3. Issuer Name and Ticker or Trading Symbol
PodcastOne, Inc. [ PODC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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, $0.00001 par value	1,908	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock, $0.00001 par value	125,000	⁽²⁾	D

Explanation of Responses:

1. Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person pursuant to the Employment Agreement, dated as of August 9, 2023 (the "EA"), entered into by the Reporting Person with the Issuer. 62,500 of the RSUs shall vest on January 1, 2024, and the remaining 62,500 RSUs shall vest thereafter in on January 1, 2025, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in the EA), or such other earlier vesting acceleration conditions as provided in the EA. (continued to Footnote 2)

2. (continued from Footnote 1) Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) promptly after the applicable vesting date, (ii) the date of a PC1 Change of Control and (iii) such other earlier settlement as provided in the EA. The securities reported herein do not include 75,000 RSUs granted to the Reporting Person by LiveOne, Inc., the Issuer's parent, pursuant to the EA, which vest on the same vesting schedule as set forth in Footnote 1.

	/s/ Sue McNamara	02/07/2024
	** 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.