Sec Form 4 Filing - BEBEL MICHAEL J @ LiveXLive Media, Inc. - 2019-02-06

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 BEBEL MICHAEL J 2. Issuer Name and Ticker or Trading Symbol LiveXLive Media, Inc. [ LIVX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Executive VP (Last) (First) (Middle) C/O LIVEXLIVE MEDIA, INC.,, 9200 SUNSET BOULEVARD, SUITE #1201 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2019 (Street) WEST HOLLYWOOD, CA90069 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

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 Units $ 0 02/06/2019( 1 ) A 500,000 ( 2 ) ( 2 ) Common Stock, $0.001 par value 500,000 $ 0 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BEBEL MICHAEL J C/O LIVEXLIVE MEDIA, INC., 9200 SUNSET BOULEVARD, SUITE #1201 WEST HOLLYWOOD, CA90069 Senior Executive VP Signatures /s/ Michael Bebel 02/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units (the "RSUs") reported herein were granted to the Reporting Person on February 6, 2019 pursuant to his Employment Agreement (the "Employment Agreement"), dated as of January 28, 2019 (the "Effective Date"). ( 2 )83,105 of the RSUs shall vest on the later of (i) July 28, 2019 and (ii) the earlier of (x) the expiration of any "lock up" agreement in respect of shares of the Issuer's capital stock to which the Reporting Person is subject and (y) June 30, 2019, and the remainder of 416,895 of the RSUs shall vest in ten equal installments every three months thereafter with the last vesting date being the three-year anniversary of the Effective Date, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock as soon as practicable after the applicable vesting. In the event of a "Change of Control" (as defined in the Employment Agreement) any unvested portion of the RSUs shall vest immediately prior to such event.

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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