Sec Form 4 Filing - Sullivan Aaron @ PodcastOne, Inc. - 2024-01-24

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sullivan Aaron 2. Issuer Name and Ticker or Trading Symbol PodcastOne, Inc. [ PODC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO, Treas & Secr (Last) (First) (Middle) C/O PODCASTONE, INC.,, 335 NORTH MAPLE DRIVE, SUITE 127 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2024 (Street) BEVERLY HILLS, CA90210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 01/24/2024 A 100,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock, $0.00001 par value 100,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Aaron C/O PODCASTONE, INC., 335 NORTH MAPLE DRIVE, SUITE 127 BEVERLY HILLS, CA90210 CFO, Treas & Secr Signatures /s/ Aaron Sullivan 01/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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) ( 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.

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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