Christopher Gray - Sep 7, 2023 Form 3 Insider Report for PodcastOne, Inc. (PODC)

Role: President
Signature: /s/ Christoper "Kit" Gray
Stock symbol: PODC
Transactions as of: Sep 7, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/9/2024, 08:00 AM
Next filing: Mar 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PODC	Common Stock, $0.00001 par value						23K	Sep 7, 2023	Direct

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
holding	PODC	Restricted Stock Units							Sep 7, 2023	Common Stock, $0.00001 par value	325K		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 August 28, 2023 (the "EA"), entered into between the Reporting Person and the Issuer. 162,500 of the RSUs vested on January 1, 2024 (the "Initial Vesting Date"), and the remaining RSUs shall vest in equal amounts of 40,625 RSUs on each successive quarterly anniversary of the Initial Vesting Date, with the last tranche to vest on January 1, 2025 (inclusive), subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in the EA), or such other earlier vesting acceleration conditions as provided in the EA. (continued to Footnote 2)
F2	(continued from Footnote 1) 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 PC1 Change of Control and (iii) such other earlier settlement as provided in the EA. The securities reported herein do not include 150,000 RSUs granted to the Reporting Person by LiveOne, Inc., the Issuer's parent, pursuant to the EA, which vest on the same vesting schedule as set forth in Footnote 1.

Content

Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person pursuant to the Employment Agreement, dated as of August 28, 2023 (the "EA"), entered into between the Reporting Person and the Issuer. 162,500 of the RSUs vested on January 1, 2024 (the "Initial Vesting Date"), and the remaining RSUs shall vest in equal amounts of 40,625 RSUs on each successive quarterly anniversary of the Initial Vesting Date, with the last tranche to vest on January 1, 2025 (inclusive), subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in the EA), or such other earlier vesting acceleration conditions as provided in the EA. (continued to Footnote 2)

(continued from Footnote 1) 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 PC1 Change of Control and (iii) such other earlier settlement as provided in the EA. The securities reported herein do not include 150,000 RSUs granted to the Reporting Person by LiveOne, Inc., the Issuer's parent, pursuant to the EA, which vest on the same vesting schedule as set forth in Footnote 1.