SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

SFX Entertainment, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

784178303

(CUSIP Number)

Philip Richter

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 14, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page. The information required on 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 (“Act”) 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 Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Robert F.X. Sillerman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £          (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 38,836,818
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 38,836,818
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    38,836,818
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No.  784178303 Page 3 of 6 Pages

1	NAME OF REPORTING PERSON Sillerman Investment Company III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 31,112,868
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 31,112,868
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    31,112,868
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.7%
14	TYPE OF REPORTING PERSON OO

This Amendment No. 9 (this "Amendment No. 9") 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, Amendment No. 7 filed on September 23, 2015 and Amendment No. 8 filed on October 5, 2015 (as so amended, the "Statement").   Capitalized terms not defined in this Amendment No. 9 have the meaning ascribed to them in the Statement.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and supplemented by adding the following:

On October 14, 2015, Mr. Sillerman delivered a non-binding letter to the Board of Directors of the Company (the "Board") to propose a potential transaction for the Board's consideration.  Under the proposed transaction, Mr. Sillerman would be prepared to acquire, through one or more acquisition vehicles, all of the outstanding shares of Common Stock not already beneficially owned by him for up to $3.25 per share in cash; at the same time, stockholders of the Company who wished to retain their equity interest in the Company would have the option to do so, subject to a maximum of 75 shareholders, and roll over their shares into equity interests of the acquiror alongside Mr. Sillerman ("Proposed Transaction").  Under the Proposed Transaction, each stockholder of the Company (other than those who elect to roll over their shares) would receive at closing (i) an amount per share in cash equal to the sum of $1.75 plus 100% of the amount Mr. Sillerman receives, up to $50MM in the aggregate applied pro rata to all shareholders, for the credit and other support he has provided to the Company, and (ii) a non-tradeable contingent payment right entitling the holder to receive up to an additional $1.00 per share in cash upon future sale of the Company.

The Proposed Transaction would be subject to the approval of the Board and the negotiation and execution of mutually agreeable definitive transaction documents.  Mr. Sillerman expects the special committee of independent directors of the Board to consider his proposal and make a recommendation to the full Board with respect to the Proposed Transaction.  Mr. Sillerman would not proceed with the Proposed Transaction unless it was approved by such special committee.  In addition, Mr. Sillerman proposed that the Proposed Transaction would be subject to approval by holders of a majority of the shares of Company common stock not beneficially owned by him or his affiliates.

No assurances can be given that any transaction will be consummated.  The proposal letter provides that no legal binding obligation with respect to a transaction will arise unless and until the execution of mutually acceptable definitive documentation.

The foregoing summary does not purport to be or contain a complete description of the letter, a copy of which is filed as Exhibit 2.1 to this Amendment No. 9.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 2.1 Letter to the Board of Directors of the Company, dated October 14, 2015 

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 9 is true, complete and correct.

Dated:  October 16, 2015

Robert F. X. Sillerman
By:	/s/ Robert F. X. Sillerman

Sillerman Investment Company III LLC
By:	/s/ Robert F. X. Sillerman
Name:	Robert F. X. Sillerman
Title:	Manager and Sole Member

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 2.1	Letter to the Board of Directors of the Company, dated October 14, 2015

EX-2.1

Exhibit 2.1

Robert F.X. Sillerman

October 14, 2015

The Board of Directors

SFX Entertainment, Inc.

902 Broadway 15^th Fl

New York, NY  10010

Dear Sirs and Madams:

I am pleased to submit a proposal to acquire, through one or more acquisition vehicles ("Acquiror"), those shares of SFX Entertainment, Inc. (the "Company") that I do not already own in an all-cash transaction for a price per share of up to $3.25 on the terms set forth below.

Under the proposed transaction, stockholders of the Company would receive at closing up to $2.25 in cash per share and a non-tradeable contingent payment right (CPR) entitling the holder to receive up to an additional $1.00 per share in cash upon a future sale of the Company. Under the terms of the CPR, the holders would receive in the aggregate 10% of the common equity value of the Company based on the price paid in such sale (or if the Company is not sold within five years of closing, 10% of the appraised common equity value of the Company), up to an aggregate of $100 million. The upfront payment will be constituted of $1.75 plus 100% of the payment I will receive applied pro rata to all shareholders, up to $50MM, for the credit and other support I have provided to the Company.

While I may partner with one or more entities or people this offer is not subject to receipt of financing. A confirming letter or letters of the availability of funds will be provided by one or more of my regular banks.

In addition I intend to offer any shareholder who wishes to roll over their equity into the new private company the opportunity to do so, up to a maximum of 75 shareholders.

I am prepared to move expeditiously towards the negotiation and execution of definitive agreements for my proposed acquisition transaction. No further diligence review or analysis is required. The proposed transaction would however be subject to approval of the Special Committee of the Board and holders representing a majority of the shares outstanding, other than shares held directly or indirectly by myself or my affiliates.

Please note that, as required by law, I intend to file an amendment to my Schedule 13D disclosing this proposal.

This letter does not constitute any binding commitment with respect to the matters reflected herein. I reserve the right to withdraw or modify the proposal in any manner. No legal obligation with respect to any transaction shall arise unless and until the execution of mutually acceptable definitive agreements.

If you have any questions regarding the foregoing, please do not hesitate to contact me

Sincerely.

Robert F. X. Sillerman

/s/ Robert F. X. Sillerman