Sec Form 4 Filing - AZOFF IRVING @ Live Nation Entertainment, Inc. - 2012-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AZOFF IRVING 2. Issuer Name and Ticker or Trading Symbol Live Nation Entertainment, Inc. [ LYV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 1100 GLENDON AVENUE, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2012 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2012 A( 1 ) 196,007 A $ 0 663,574 D Common Stock 12/31/2012 M( 2 ) 73,720 A $ 0 737,294 D Common Stock 12/31/2012 F( 3 ) 34,391 D $ 9.31 702,903 D Common Stock 12/31/2012 M( 2 ) 106,531 A $ 0 809,434 D Common Stock 12/31/2012 F( 3 ) 49,697 D $ 9.31 759,737 D Common Stock 12/31/2012 F( 4 ) 58,173 D $ 9.31 701,564 D Common Stock 12/31/2012 F( 4 ) 9,789 D $ 9.31 691,775 D Common Stock 12/31/2012 D( 5 ) 150,000 D $ 0 541,775 D Common Stock 12/31/2012 S( 6 ) 1,474,372 D $ 8.98 1,082,788 I See Footnote ( 7 ) Common Stock 12/31/2012 S( 6 ) 196,007 D $ 8.98 345,768 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit $ 0 12/31/2012 M( 8 ) 73,720 ( 8 ) ( 8 ) Common Stock 73,720 $ 0 0 ( 8 ) D Restricted Stock Unit $ 0 12/31/2012 M( 8 ) 106,531 ( 8 ) ( 8 ) Common Stock 106,531 $ 0 0 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AZOFF IRVING 1100 GLENDON AVENUE, SUITE 2000 LOS ANGELES, CA90024 X Executive Chairman Signatures /s/ Irving Azoff 01/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Live Nation Entertainment, Inc. (the "Company") common stock issued to Irving Azoff ("Azoff") pursuant to that certain Agreement, entered into as of December 31, 2012 (the "Agreement") by and among Azoff, the Azoff Family Trust of 1997, the Company and Front Line Management Group, Inc. These shares were valued at $8.98 per share for these purposes. ( 2 )Represents shares of Company common stock acquired upon the vesting of restricted stock units. ( 3 )Represents the withholding of shares of Company common stock to cover the payment of taxes in connection with the vesting of restricted stock units. ( 4 )Represents the withholding of shares of Company common stock to cover the payment of taxes in connection with the vesting of restricted stock grants. ( 5 )Represents shares of restricted stock that were forfeited for no value received in connection with the Agreement and the termination of Azoff's employment with the Company. ( 6 )Represents shares sold to Liberty Media Corporation in a private transaction. ( 7 )Azoff's indirect beneficial ownership includes shares held by Irving Azoff and Rochelle Azoff as Co-Trustees of the Azoff Family Trust of 1997, of which Azoff is a trustee, but not a beneficiary. ( 8 )These restricted stock units were accelerated and vested in full in connection with the Agreement and the termination of Azoff's employment with the Company.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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