X0306 4 2016-02-09 0 0001553588 SFX Entertainment, INC SFXE 0000940128 SILLERMAN ROBERT F X 902 BROADWAY, 15TH FLOOR NEW YORK NY 10010 1 1 1 0 CEO & Chrmn of Bd of Directors Common Stock 2016-02-09 4 J 0 1000000 0 D 233000 D Common Stock 31112868 I By Sillerman Investment Company III LLC Common Stock 2593000 D Common Stock 2189950 I By ESFX LLC Mr. Sillerman voluntarily surrendered for cancellation 1,000,000 restricted shares to SFX Entertainment, Inc., effective February 9, 2016, for no consideration in return. This row includes 233,000 restricted shares that will vest on October 15, 2016, all subject to accelerated vesting under certain conditions as set forth in Mr. Sillerman's employment agreement. These shares are owned directly by Sillerman Investment Company III LLC ("SIC"), of which Mr. Sillerman is the manager and the sole member. 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) (such stockholders, the "Beneficiaries") that name Mr. Sillerman as nominee with respect to such shares. Mr. Sillerman has the exclusive right to vote and dispose of the shares subject to the nominee agreements. 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. Mr. Sillerman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. These shares are owned directly by ESFX LLC. Mr. Sillerman is the manager of ESFX LLC and has the exclusive right to vote and dispose of the shares of Common Stock owned by ESFX LLC. In addition, SIC owns 50% of the membership interest in ESFX LLC. Mr. Sillerman disclaims beneficial ownership of these shares owned directly by ESFX LLC except to the extent of his pecuniary interest therein. /s/ Robert FX Sillerman 2016-02-16