Sec Form 4 Filing - Rapino Michael @ Live Nation Entertainment, Inc. - 2023-03-31

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 Rapino Michael 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) President & CEO (Last) (First) (Middle) C/O LIVE NATION ENTERTAINMENT, INC., 9348 CIVIC CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2023 (Street) BEVERLY HILLS, CA90210 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 03/31/2023 F 22,204 ( 1 ) ( 2 ) D $ 70 3,464,442 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rapino Michael C/O LIVE NATION ENTERTAINMENT, INC. 9348 CIVIC CENTER DRIVE BEVERLY HILLS, CA90210 X President & CEO Signatures Brian Capo, Attorney-in-Fact for Michael Rapino 04/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld for tax purposes upon vesting of restricted stock grants. Mr. Rapino additionally used $1,000,000 of his own cash funds to pay the remaining amount of tax withholdings due, thereby retaining ownership of 14,285 shares of common stock of the Company that would have otherwise been surrendered to the Company to pay taxes. Mr. Rapino chose to use his own funds to pay this portion of the tax withholdings rather than surrendering the 14,285 shares to the Company, as is the default under the Company's equity incentive plan, in order to maintain his strong level of stock ownership in the Company. A portion of the vesting shares were shares of restricted common stock originally issued to Mr. Rapino under the Company's equity incentive plan and had performance conditions to their vesting, which performance conditions were previously satisfied. (Continued in footnote 2 below) ( 2 )(Continued from footnote 1 above) Mr. Rapino's current equity interests in the Company totals 5,209,081 shares, consisting of 3,464,442 shares of common stock (inclusive of vested and unvested shares), 627,602 options to purchase common stock, and a performance share award targeted at 1,117,037 shares of common stock.

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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