Aaron Sullivan - Jan 24, 2024 Form 4 Insider Report for PodcastOne, Inc. (PODC)

Role: CFO, Treas & Secr
Signature: /s/ Aaron Sullivan
Stock symbol: PODC
Transactions as of: Jan 24, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/30/2024, 08:56 PM
Previous filing: Jan 30, 2024
Next filing: Jun 12, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PODC	Restricted Stock Units	Award	$0	+100K		$0.00	100K	Jan 24, 2024	Common Stock, $0.00001 par value	100K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person pursuant to the Employment Agreement, dated as of January 24, 2024 (the "EA"), entered into between the Reporting Person and LiveOne, Inc., the Issuer's parent ("LiveOne"). 50,000 of the RSUs shall vest during the first open trading window under the Issuer's Insider Trading Policy which occurs after October 1, 2024 (anticipated to be in November 2024) (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 12,500 RSUs on each successive quarterly anniversary of the Initial Vesting Date, with the last tranche to vest on October 1, 2025 (inclusive), (continued to Footnote 2)
F2	(continued from Footnote 1) subject to the Reporting Person's continued employment with LiveOne through each applicable vesting date and subject to earlier full vesting upon a PodcastOne Change of Control (as defined in EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) promptly after the applicable vesting date, (ii) the date of a PodcastOne Change of Control and (iii) such other earlier settlement as provided in the EA.

Content

Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person pursuant to the Employment Agreement, dated as of January 24, 2024 (the "EA"), entered into between the Reporting Person and LiveOne, Inc., the Issuer's parent ("LiveOne"). 50,000 of the RSUs shall vest during the first open trading window under the Issuer's Insider Trading Policy which occurs after October 1, 2024 (anticipated to be in November 2024) (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 12,500 RSUs on each successive quarterly anniversary of the Initial Vesting Date, with the last tranche to vest on October 1, 2025 (inclusive), (continued to Footnote 2)

(continued from Footnote 1) subject to the Reporting Person's continued employment with LiveOne through each applicable vesting date and subject to earlier full vesting upon a PodcastOne Change of Control (as defined in EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) promptly after the applicable vesting date, (ii) the date of a PodcastOne Change of Control and (iii) such other earlier settlement as provided in the EA.