Sec Form 3 Filing - Sullivan Aaron @ LiveOne, Inc. - 2021-12-31

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 Sullivan Aaron 2. Issuer Name and Ticker or Trading Symbol LiveOne, Inc. [ LVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO, Controller & EVP (Last) (First) (Middle) C/O LIVEONE, INC.,, 269 SOUTH BEVERLY DRIVE, SUITE #1450 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (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 46,195 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 ( 4 ) ( 1 ) ( 1 ) Common Stock, $0.001 par value 18,750 D Restricted Stock Units ( 4 ) ( 2 ) ( 2 ) Common Stock, $0.001 par value 12,500 D Restricted Stock Units ( 4 ) ( 3 ) ( 3 ) Common Stock, $0.001 par value 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Aaron C/O LIVEONE, INC., 269 SOUTH BEVERLY DRIVE, SUITE #1450 BEVERLY HILLS, CA90212 Interim CFO, Controller & EVP Signatures /s/ Aaron Sullivan 08/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents unvested 18,750 Restricted Stock Units ("RSUs") out of the original 100,000 RSUs granted to the Reporting Person pursuant to his employment agreement, dated as of March 26, 2019 (the "Employment Agreement"), such that 1/3 of the unvested RSUs will vest every three months after June 26, 2022 with the first tranche vesting on September 26, 2022, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date and earlier 50% vesting upon a Change of Control (as defined in the Employment Agreement). The remaining 81,250 RSUs have vested and were previously settled by the Issuer. ( 2 )Represents unvested 12,500 RSUs out of the original 25,000 RSUs granted to the Reporting Person pursuant to Amendment No. 1 to the Employment Agreement, dated as of October 26, 2020 and effective as of October 1, 2020, such that the unvested RSUs will vest on October 1, 2022, subject to the Reporting Person's continued employment with the Issuer through the vesting date and earlier 100% vesting upon a Change of Control or the date of Employee's death or disability. The remaining 12,500 RSUs have vested and were previously settled by the Issuer. ( 3 )75,000 RSUs were granted to the Reporting Person effective as of April 4, 2022 in connection with the Reporting Person's continued employment with the Issuer. The RSUs shall cliff vest on April 4, 2024, subject to the Reporting Person's continued employment with the Issuer through the vesting date and earlier 100% vesting upon a Change of Control. ( 4 )Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors or its compensation committee, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2016 Equity Incentive Plan, as amended, the form of payout of the RSUs (cash and/or stock).

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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