SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELLIN ROBERT S

(Last)

(First)

(Middle)

C/O LIVEONE, INC.

269 SOUTH BEVERLY DRIVE, SUITE 1450

(Street)

BEVERLY HILLS

90212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LiveOne, Inc. [ LVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	02/03/2023		J⁽¹⁾⁽²⁾		200,000	A	⁽²⁾	18,686,046	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock, $0.001 par value								2,089,666	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Notes	$3⁽¹⁾	02/03/2023		J			$6,177,218⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock, $0.001 par value	⁽¹⁾	⁽¹⁾	0	I	See footnote⁽⁶⁾⁽⁸⁾
Series A Perpetual Convertible Preferred Stock	$2.1⁽³⁾	02/03/2023		J		6,177⁽¹⁾⁽³⁾		⁽³⁾	⁽³⁾	Common Stock, $0.001 par value	2,945,454⁽³⁾	⁽¹⁾⁽³⁾	6,177	I	See footnote⁽⁶⁾⁽⁸⁾

Explanation of Responses:

1. Effective as of February 3, 2023, Issuer entered into the Exchange Agreement with Trinad Capital Master Fund Ltd. ("Trinad Capital"), pursuant to which Trinad Capital exchanged all of its promissory notes in the aggregate principal and interest amount of $6,177,218 issued by Issuer (the "Notes") for 6,177 shares of Issuer's newly designated and issued Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), having the terms as set forth in Issuer's Certificate of Designation of Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock, dated as of February 2, 2023 (the "Certificate of Designation"). The Notes and accrued and unpaid interest on the Notes were convertible at any time at $3.00 per share as a result of Issuer's public offering completed on December 27, 2017.

2. In consideration for entry into the Exchange Agreement, Issuer issued to Trinad Capital 200,000 shares of Issuer's common stock. Trinad Capital is a fund controlled by the Reporting Person, Issuer's Chief Executive Officer, Chairman, director and principal stockholder.

3. The Series A Preferred Stock is convertible at any time at Trinad Capital's option into shares of Issuer's common stock at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, which initially shall be paid in kind as provided in the Certificate of Designation, is perpetual and has no expiration date. The Series A Preferred Stock has a stated value of $1,000 per share. The reported number of shares of Issuer's common stock represents the number of shares of common stock issuable upon conversion of the Series A Preferred Stock as of February 7, 2023 and includes the dividend to be paid in kind and accrued as of February 7, 2023.

4. Includes (i) 7,539,899 shares of Issuer's common stock owned by Trinad Capital as of February 7, 2023, as the Reporting Person, the Managing Director and Portfolio Manager of Trinad Capital, is deemed to have sole voting and dispositive power over such shares, (ii) 716,216 shares of Issuer's common stock owned by Trinad Capital Management, LLC ("Trinad Management") as of February 7, 2023, as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,817,810 shares of Issuer's common stock owned by JJAT Corp. ("JJAT") as of February 7, 2023, an entity owned by the Reporting Person, as the Reporting Person is deemed to have sole voting and dispositive power over such shares, (continued to footnote 5)

5. (continued from footnote 4), (iv) approximately 2,945,454 shares of Issuer's common stock issuable as of February 7, 2023 upon conversion of the Series A Preferred Stock held by Trinad Capital (including the dividend to be paid in kind and accrued as of February 7, 2023), which Trinad Capital has the right to convert at the conversion price of $2.10 per share, and (v) 666,667 stock options to purchase shares of Issuer's common stock at an exercise price of $4.00 per share. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.

6. Each of the Reporting Person and Trinad Management disclaim beneficial ownership of the reported securities except for the (i) Reporting Person's and Trinad Management's pecuniary interest therein, (ii) direct beneficial ownership of Trinad Management as reported herein, (iii) indirect interest of Trinad Management by virtue of being the Managing Director and Portfolio Manager of Trinad Capital, (iv) indirect interest of the Reporting Person by virtue of being a member of Trinad Management, (v) indirect interest of the Reporting Person by virtue of being a shareholder of JJAT, and (vi) indirect interest of the Reporting Person by virtue of being a member of Trinad Capital. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

7. Does not include (i) shares of Issuer's common stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power, and (ii) 88,660 restricted stock units that shall vest on September 7, 2023, subject to earlier vesting in the event of a change in control or the Reporting Person's departure from Issuer.

8. The Reporting Person is the Managing Director and Portfolio Manager of Trinad Capital and is deemed to have sole voting and dispositive power over, and accordingly is deemed to have beneficial ownership of, the reported securities.

	/s/ Robert S. Ellin	02/07/2023
	** Signature of Reporting Person	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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SEC Form 4: Ellin Robert S acquired 200,000 shares