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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cohl Michael C/O LIVE NATION, INC. 9348 CIVIC CENTER DRIVE BEVERLY HILLS, CA 90210 |
X |
/s/ Michael Cohl | 09/12/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(2) | Per Trust Agreement, these shares are held by Wells Fargo Bank, National Association as trustee. |
(3) | Represents shares for which Mr. Cohl may have a pecuniary interest pursuant to a non-binding arrangement entered into with a third party on December 1, 2006 and modified on September 12, 2007. No monetary consideration has been paid to such third party by Mr. Cohl for these shares. This arrangement was made in consideration of certain activities which were performed by Michael Cohl for such third party and the value of such consideration is not readily ascertainable. |
(4) | The consideration for these shares of common stock was (i) 4,990 shares of common stock of CPI International Touring Inc. and (ii) 4,990 shares of common stock of CPI Touring (USA), Inc., such shares having an aggregate value equal to $12,000,000. |
(5) | The consideration for these shares of common stock was (i) 500 shares of common stock of CPI Entertainment Content (2005), Inc., (ii) 500 shares of common stock of CPI Entertainment Content (2006), Inc. and (iii) 500 units of membership interests in Grand Entertainment (ROW), LLC, such securities having an aggregate value equal to $5,000,000. |