FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Zemetra Michael Leonard
2. Issuer Name and Ticker or Trading Symbol

LiveXLive Media, Inc. [ LIVX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO & EVP
(Last)          (First)          (Middle)

C/O LIVEXLIVE MEDIA, INC.,, 9200 SUNSET BOULEVARD, SUITE #1201
3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2020
(Street)

WEST HOLLYWOOD, CA 90069
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 8/18/2020  M  250000 A (1)266667 D  
Common Stock, $0.001 par value 8/18/2020  J  83206 (3)D$2.81 183461 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)8/18/2020  M     250000   (2) (2)Common Stock, $0.001 par value 250000 $0 0 D  

Explanation of Responses:
(1) Restricted Stock Units convert into Common Stock on a one-for-one basis.
(2) These Restricted Stock Units (the "RSUs") were granted pursuant to the Reporting Person's Employment Agreement, dated as of April 13, 2018, as subsequently amended, and vested on April 13, 2020. Each vested RSU was settled by the Issuer in August 2020 by delivery to the Reporting Person of one share of the Issuer's common stock per RSU.
(3) On August 18, 2020, these shares were sold by the Issuer's broker into the open market solely to satisfy the Reporting Person's required tax withholding in connection with the settlement of the RSUs as reported in footnote 2. The sale price represents a weighted average price as multiple executions were involved in completing the sale transaction. Additional detail regarding the individual execution prices is available upon request.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Zemetra Michael Leonard
C/O LIVEXLIVE MEDIA, INC.,
9200 SUNSET BOULEVARD, SUITE #1201
WEST HOLLYWOOD, CA 90069


CFO & EVP

Signatures
/s/ Michael Zemetra8/28/2020
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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