Sec Form 4 Filing - Krigsman Jay E. @ LiveXLive Media, Inc. - 2017-12-28

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 Krigsman Jay E. 2. Issuer Name and Ticker or Trading Symbol LiveXLive Media, Inc. [ LIVX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LIVEXLIVE MEDIA, INC, 269 SOUTH BEVERLY DRIVE, SUITE #1450 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2017 (Street) BEVERLY HILLS, CA90212 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 12/28/2017 P( 1 ) 9,000 ( 1 ) A $ 4.22 ( 1 ) ( 2 ) 9,000 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 9,000 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 02/14/2018 P( 1 ) 10,000 ( 1 ) A $ 3.9 ( 1 ) 10,000 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 10,000 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 06/11/2018 P( 1 ) 11,998 ( 1 ) A $ 5.98 ( 1 ) ( 4 ) 11,998 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 11,998 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 06/11/2018 P( 1 ) 13,299 ( 1 ) A $ 6 ( 1 ) ( 5 ) 13,299 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 13,299 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 07/11/2018 P( 1 ) 10,000 ( 1 ) A $ 6 ( 1 ) ( 6 ) 10,000 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 10,000 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 07/11/2018 P( 1 ) 10,000 ( 1 ) A $ 5.98 ( 1 ) ( 7 ) 10,000 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 10,000 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 09/24/2018 P( 1 ) 2,521 ( 1 ) A $ 3.9 ( 1 ) ( 8 ) 2,521 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 2,521 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 09/24/2018 P( 1 ) 1,533 ( 1 ) A $ 3.57 ( 1 ) 1,533 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 1,533 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 09/25/2018 P( 1 ) 7,500 ( 1 ) A $ 3.96 ( 1 ) ( 9 ) 7,500 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 7,500 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 09/25/2018 P( 1 ) 8,500 ( 1 ) A $ 3.93 ( 1 ) ( 10 ) 8,500 ( 11 ) I Custodian of UTMA account for daughter ( 1 ) Common Stock 10/04/2018 J( 3 ) 8,500 ( 3 ) D $ 0 ( 3 ) 0 ( 3 ) I Former custodian of UTMA account for daughter Common Stock 92,021 D Common Stock 838,225 ( 12 ) I See Footnote ( 12 )

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 Krigsman Jay E. C/O LIVEXLIVE MEDIA, INC 269 SOUTH BEVERLY DRIVE, SUITE #1450 BEVERLY HILLS, CA90212 X Signatures /s/ Jay Krigsman 10/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the reported date, these shares were held in custodial account for the benefit of the Reporting Person's daughter under the Uniform Transfers to Minors Act ("UTMA"). ( 2 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.03 to $4.25, inclusive. The Reporting Person undertakes to provide to LiveXLive Media, Inc. (the "Issuer"), any security holder of the Issuer or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2. ( 3 )On the reported disposition date, the reported shares were transferred from the UTMA accounts to the Reporting Person's daughters' individual accounts over which the Reporting Person does not have control or voting or dispositive power. As a result of such transfer, the Reporting Person may be deemed to have disposed of his indirect beneficial ownership of such reported shares. ( 4 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $6.03, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 4. ( 5 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.00 to $6.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 5. ( 6 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $6.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 6. ( 7 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $5.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7. ( 8 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.59 to $3.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7. ( 9 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.60 to $3.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7. ( 10 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.91 to $3.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7. ( 11 )The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and 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 purposes. ( 12 )Represents shares held by the Krigsman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Remarks: On the reported acquisition dates, because the reported shares were held in custodial account for the benefit of the Reporting Person's daughters under the UTMA and for which the Reporting Person was the custodian as of such dates, the Reporting Person may have been deemed to have acquired indirect beneficial ownership of such shares on such dates. Because such acquisition of indirect beneficial ownership was inadvertently not reported at the time that the trades in the UTMA accounts were made, the Reporting Person is filing this Form 4. This Form 4 is also being filed by the Reporting Person to report the disposition of his indirect beneficial ownership of the reported shares on the reported disposition date because the Reporting Person no longer has control or voting or dispositive power over such shares as a result of the transfer from the UTMA accounts to the Reporting Person's daughters' individual accounts.

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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