LiveOne, Inc. — Director's Dealing 2020

Jun 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LiveXLive Media, Inc. (LIVX)
CIK: 0001491419
Period of Report: 2020-06-15

Reporting Person: ELLIN ROBERT S (Director, CEO & Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-15	Common Stock, $0.001 par value	J	1213209	—	Disposed	16092046	Indirect
2020-06-15	Common Stock, $0.001 par value	J	1213209	—	Acquired	1213209	Direct

Footnotes

F1: No shares were sold or otherwise disposed by the Reporting Person. This Report is filed solely to account for the transfer of the reported shares from the Robert Ellin Profit Sharing Plan (the "Profit Sharing Plan") to the Reporting Person. The Reporting Person as the trustee of the Profit Sharing Plan was deemed to have sole voting and dispositive power over the reported shares formerly directly held by the Profit Sharing Plan.

F2: Includes (i) 6,656,332 shares of the Issuer's common stock (the "Common Stock") owned by Trinad Capital Master Fund, Ltd. ("Trinad Capital") as of June 15, 2020, as the Reporting Person, the Managing Director and Portfolio Manager of Trinad Capital, is deemed to have sole voting and dispositive power over such shares, (ii) 716,216 shares of Common Stock owned by Trinad Capital Management, LLC ("Trinad Management") as of June 15, 2020, as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,814,210 shares of Common Stock owned by JJAT Corp. ("JJAT") as of June 15, 2020, an entity owned by the Reporting Person, as the Reporting Person is deemed to have sole voting and dispositive power over such shares, (continued to footnote 3)

F3: (continued from footnote 2) and (iv) approximately 1,740,458 shares of Common Stock issuable as of June 15, 2020 upon conversion of the Issuer's convertible notes held by Trinad Capital, which Trinad Capital has the right to convert at the conversion price of $3.00 per share as a result of the Issuer's public offering completed on December 27, 2017. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.

F4: Each of the Reporting Person and Trinad Management disclaim beneficial ownership of the reported securities except for the (i) Reporting Person's and Trinad Management's pecuniary interest therein, (ii) direct beneficial ownership of Trinad Management as reported herein, (iii) indirect interest of Trinad Management by virtue of being the Managing Director and Portfolio Manager of Trinad Capital, (iv) indirect interest of the Reporting Person by virtue of being a member of Trinad Management, (v) indirect interest of the Reporting Person by virtue of being a shareholder of JJAT, and (vi) indirect interest of the Reporting Person by virtue of being a member of Trinad Capital. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F5: Does not include (i) 4,498,781 shares of Common Stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power, and (ii) stock options granted by the Issuer to the Reporting Person.