LiveOne, Inc. — Director's Dealing 2018

Jun 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LiveXLive Media, Inc. (LIVX)
CIK: 0001491419
Period of Report: 2018-04-27

Reporting Person: Gold Jerome N. (Director, Chief Strategy Officer & EVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-27	Restricted Stock Units	$0.0	A	250000	Acquired		Common Stock, $0.001 par value (250000)	Direct

Footnotes

F1: 50% of the Restricted Stock Units (the "RSUs") shall vest on June 30, 2019 (the "Initial Vesting Date") and the remaining 50% of the RSUs shall vest on June 30, 2020 (the "Second Vesting Date," and together with the Initial Vesting Date, each a "Vesting Date"), subject to the Reporting Person's continued employment with the Issuer through the applicable Vesting Date and subject to earlier vesting upon a Change of Control (as defined in the Reporting Person's Amended and Restated Employment Agreement, dated as of September 1, 2017, as amended (the "EA")), and other conditions as set forth in the EA. Each vested RSU may be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a Change of Control, (continued to Footnote 2)

F2: (continued from Footnote 1) (ii) the date that is ten business days following the expiration of the Lock-up Period (as defined below), (iii) the date of the Reporting Person's death, provided such event occurs after the expiration of the Lock-up Period, and (iv) the date of the Reporting Person's Disability (as defined in the EA), provided such event occurs after the expiration of the Lock-up Period. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2016 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock), subject to the terms of the EA. The "Lock-up Period" means the period ending June 30, 2019. During the Lock-up Period, the Reporting Person agreed to certain lock-up restrictions as set forth in Amendment No. 2 to his EA, dated as of April 27, 2018.