Robert S. Ellin - Sep 7, 2023 Form 3 Insider Report for PodcastOne, Inc. (PODC)

Signature
/s/ Robert S. Ellin
Stock symbol
PODC
Transactions as of
Sep 7, 2023
Transactions value $
$0
Form type
3
Date filed
1/30/2024, 08:49 PM
Previous filing
Feb 7, 2023
Next filing
Apr 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PODC Common Stock, $0.00001 par value 99.5K Sep 7, 2023 Direct F1
holding PODC Common Stock, $0.00001 par value 865K Sep 7, 2023 See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported by the Issuer, represents shares of Issuer's common stock received (i) as part of the special dividend completed by LiveOne, Inc., Issuer's parent ("LiveOne") to its stockholders of record on September 1, 2023 in connection with Issuer's spin-out and direct listing on The Nasdaq Capital Market completed on September 8, 2023 (the "Special Dividend"), and (ii) by Trinad Capital Master Fund Ltd. ("Trinad Capital") pursuant to the terms of its Series A Perpetual Convertible Preferred Stock (the "Series A Preferred Stock") issued by LiveOne to Trinad Capital and the other holders thereof effective as of February 3, 2023.
F2 Includes (i) 506,087 shares of Issuer's common stock owned by Trinad Capital as of September 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) 34,106 shares of Issuer's common stock owned by Trinad Capital Management, LLC ("Trinad Management") as of September 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) 324,658 shares of Issuer's common stock owned by JJAT Corp. ("JJAT") as of September 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. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.
F3 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.
F4 Does not include 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.