Sec Form 4 Filing - Zemetra Michael Leonard @ LiveXLive Media, Inc. - 2020-08-18

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 Zemetra Michael Leonard 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) CFO & EVP (Last) (First) (Middle) C/O LIVEXLIVE MEDIA, INC.,, 9200 SUNSET BOULEVARD, SUITE #1201 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2020 (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 Common Stock, $0.001 par value 08/18/2020 M 250,000 A 266,667 D Common Stock, $0.001 par value 08/18/2020 J 83,206 ( 3 ) D $ 2.81 183,461 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 ( 1 ) 08/1 8/2020 M 250,000 ( 2 ) ( 2 ) Common Stock, $0.001 par value 250,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zemetra Michael Leonard C/O LIVEXLIVE MEDIA, INC., 9200 SUNSET BOULEVARD, SUITE #1201 WEST HOLLYWOOD, CA90069 CFO & EVP Signatures /s/ Michael Zemetra 08/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units convert into Common Stock on a one-for-one basis. ( 2 )These Restricted Stock Units (the "RSUs") were granted pursuant to the Reporting Person's Employment Agreement, dated as of April 13, 2018, as subsequently amended, and vested on April 13, 2020. Each vested RSU was settled by the Issuer in August 2020 by delivery to the Reporting Person of one share of the Issuer's common stock per RSU. ( 3 )On August 18, 2020, these shares were sold by the Issuer's broker into the open market solely to satisfy the Reporting Person's required tax withholding in connection with the settlement of the RSUs as reported in footnote 2. The sale price represents a weighted average price as multiple executions were involved in completing the sale transaction. Additional detail regarding the individual execution prices is available upon request.

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).

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