X0306 4 2014-12-01 0 0001553588 SFX Entertainment, INC SFXE 0000940128 SILLERMAN ROBERT F X 430 PARK AVENUE, FLOOR 6 NEW YORK NY 10022 1 1 1 0 CEO and Chairman of the Board Common Stock 2014-12-01 4 P 0 222046 4.37 A 28407927 I By Sillerman Investment Company III LLC Common Stock 2014-12-02 4 P 0 222046 4.38 A 28629973 I By Sillerman Investment Company III LLC Common Stock 7546000 D Common Stock 1333000 D The transactions reported in this row were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.23 to $4.48, inclusive. Mr. Sillerman undertakes to provide SFX Entertainment, Inc., any security holder of SFX Entertainment, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) and (4). These shares are owned indirectly by Mr. Sillerman as manager and sole member of Sillerman Investment Company III LLC. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.31 to $4.47, inclusive. These shares are beneficially owned by Mr. Sillerman pursuant to nominee agreements with various stockholders of the Company (including one partnership controlled by Mr. Sillerman) that name Mr. Sillerman as nominee with respect to such shares. The nominee agreements may be terminated upon the earlier of (i) two business days after delivery by the beneficiary to Mr. Sillerman of written notice to terminate the agreement or (ii) two business days after delivery by Mr. Sillerman to the beneficiary of his written notice of resignation as nominee. Includes 100,000 restricted shares that will vest on December 31, 2015, 1,000,000 restricted shares that will vest on February 11, 2016, and 233,000 restricted shares that will vest on October 15, 2016, each subject to accelerated vesting under certain conditions as set forth in Mr. Sillerman's employment agreement. /s/ Robert F.X. Sillerman 2014-12-02