Sec Form 4 Filing - Gold Jerome N. @ LiveXLive Media, Inc. - 2019-12-20

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 Gold Jerome N. 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 X __ Officer (give title below) _____ Other (specify below) Chief Strategy Officer & EVP (Last) (First) (Middle) C/O LIVEXLIVE MEDIA, INC.,, 9200 SUNSET BOULEVARD, SUITE #1201 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2019 (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 12/20/2019 A 350,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock, $0.001 par value 350,000 $ 0 350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gold Jerome N. C/O LIVEXLIVE MEDIA, INC., 9200 SUNSET BOULEVARD, SUITE #1201 WEST HOLLYWOOD, CA90069 X Chief Strategy Officer & EVP Signatures /s/ Jerome N. Gold 12/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )66.6% of the Restricted Stock Units (the "RSUs") shall vest on September 1, 2021 (the "Initial Vesting Date") and the remaining 33.4% of the RSUs shall vest on September 1, 2022 (the "Second Vesting Date," and together with the Initial Vesting Date, each a "Vesting Date"), subject to the Reporting Person's continued employment with the Issuer through the applicable Vesting Date and subject to earlier vesting upon a Change of Control (as defined in the Reporting Person's Amended and Restated Employment Agreement, dated as of September 1, 2017, as amended (the "EA")) or such other vesting acceleration conditions as set forth in the EA. Each vested RSU may be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a Change of Control, (continued to Footnote 2) ( 2 )(continued from Footnote 1) (ii) the date that is ten business days following the applicable Vesting Date, (iii) the date of the Reporting Person's death, and (iv) the date of the Reporting Person's Disability (as defined in the EA).

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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