Form Type: 4

SEC EDGAR Link
Accession Number:0001335258-19-000128
Date:2019-09-23
Issuer: LIVE NATION ENTERTAINMENT, INC. (LYV)
Original Submission Date:

Reporting Person:

BERCHTOLD JOE
C/O LIVE NATION ENTERTAINMENT, INC.
9348 CIVIC CENTER DRIVE BEVERLY HILLS, CA 90210

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-09-23 M 60,000 a $0.00 606,743 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE SHARE AWARD 0.0 2019-09-23 deemed execution date M 60,000 (d) common stock 300,000 $0.00 300,000 direct
Footnotes
IDfootnote
f1 reporting person received the award under the live nation entertainment, inc. 2005 stock incentive plan, as amended and restated as of march 19, 2015, in connection with the attainment of a stock price target for a previously-issued performance share award, as further set forth in footnotes 4-6 below.
f2 represents a restricted stock award. these shares will vest in full on december 31, 2022, as explained in footnote 6 below.
f3 each performance share award represents a contingent right to receive one restricted share of issuer's common stock, as further set forth in footnotes 4-6 below.
f4 the attainment of a stock price target resulted in the vesting and conversion of a portion of the award into the 60,000 shares of restricted stock reflected in table 1. beneficial ownership following the reported transaction is still reported at the target level for the award, notwithstanding this vesting and conversion, for ease of understanding, as the relationship between the vesting of performance shares and the issuance of shares of restricted stock in respect thereof is nonlinear due to the potential to receive shares of restricted stock representing up to 250% of the target performance share award, as explained in footnote 5 below. following this report, upon attainment of currently unmet stock price targets for the performance share award, up to a total of 240,000 shares of restricted stock may be issued from time to time.
f5 each performance share award represents the right to receive, at settlement, a restricted share of issuer's common stock based on attainment by issuer, from time to time, of stock price targets (based on the closing price of issuer's common stock on the nyse on a particular day) over sixty days (which days do not have to be consecutive; the "performance targets") during a performance period beginning on november 1, 2017 and ending on december 31, 2022. the number of awards shown is at the target level; actual restricted shares of common stock issued may range up to 250% of the target level (750,000 restricted shares) based on which performance targets are attained. settlement will occur, and restricted shares of common stock will be issued, from time to time during the performance period if and when a particular performance target is met. (continued in footnote 6 below).
f6 (continued from footnote 5 above). the restricted shares of common stock issued in respect of performance share awards upon attainment of a particular performance target will vest, and the restrictions thereon will lapse, on december 31, 2022. vesting of performance share awards and restricted shares of common stock issued in respect thereof is subject to and conditioned in each case upon the reporting person's continued employment with issuer through the applicable vesting date.
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