Sec Form 3 Filing - McCormack Dermot A @ LiveXLive Media, Inc. - 2019-07-15

FORM 3 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 McCormack Dermot A 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) President (Last) (First) (Middle) C/O LIVEXLIVE MEDIA, INC., 269 SOUTH BEVERLY DRIVE, SUITE #1450 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2019 (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, $0.001 par value 15,238 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 Units ( 2 ) ( 2 ) ( 2 ) Common Stock, $0.001 par value 1,000,000 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCormack Dermot A C/O LIVEXLIVE MEDIA, INC. 269 SOUTH BEVERLY DRIVE, SUITE #1450 BEVERLY HILLS, CA90212 President Signatures /s/ Dermot McCormack 07/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units (the "RSUs") reported herein were granted to the Reporting Person effective as July 15, 2019 (the "Effective Date") pursuant to his Employment Agreement (the "Employment Agreement"), dated as of July 15, 2019. ( 2 )The RSUs shall cliff vest on the three-year anniversary of the Effective Date, subject to the Reporting Person's continued employment with the Issuer through such vesting date. In the event of a "Change of Control" or earlier termination of the Employment Agreement "Without Cause", for "Good Reason" or due to death or "Disability" (each capitalized term as defined in the Employment Agreement) some or all of the unvested RSUs shall vest upon such event. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock within then days after the applicable vesting date.

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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