Ryan Carhart - Feb 19, 2025 Form 3 Insider Report for PodcastOne, Inc. (PODC)

Role: CFO, EVP, Controller, Treasurer & Secretary
Signature: /s/ Ryan Carhart
Stock symbol: PODC
Transactions as of: Feb 19, 2025
Transactions value $: $0
Form type: 3
Date filed: 2/27/2025, 08:00 PM
Previous filing: Nov 27, 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PODC	Common Stock, $0.00001 par value						6.56K	Feb 19, 2025	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							Feb 19, 2025	Common Stock, $0.00001 par value	20.1K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents unvested 20,100 Restricted Stock Units ("RSUs") out of the original 30,000 RSUs granted to the Reporting Person pursuant to his employment offer letter (the "Employment Agreement"), dated as of August 29, 2023 (the "Effective Date"), entered into with LiveOne, Inc. ("LiveOne"), the parent of the Issuer, with approximately one-third of the RSUs having vested on the first anniversary of the Effective Date, and the remaining two-thirds of the RSUs shall vest in equal amounts on the second and third anniversary, respectively, of the Effective Date, subject to the Reporting Person's continued employment with LiveOne through the applicable vesting date and earlier 50% vesting upon a Change of Control (as defined in the Employment Agreement) of LiveOne. The initial tranche of 9,900 RSUs that vested were previously settled by the Issuer.
F2	Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors or its compensation committee, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan, the form of payout of the RSUs (cash and/or stock).

Content

Represents unvested 20,100 Restricted Stock Units ("RSUs") out of the original 30,000 RSUs granted to the Reporting Person pursuant to his employment offer letter (the "Employment Agreement"), dated as of August 29, 2023 (the "Effective Date"), entered into with LiveOne, Inc. ("LiveOne"), the parent of the Issuer, with approximately one-third of the RSUs having vested on the first anniversary of the Effective Date, and the remaining two-thirds of the RSUs shall vest in equal amounts on the second and third anniversary, respectively, of the Effective Date, subject to the Reporting Person's continued employment with LiveOne through the applicable vesting date and earlier 50% vesting upon a Change of Control (as defined in the Employment Agreement) of LiveOne. The initial tranche of 9,900 RSUs that vested were previously settled by the Issuer.

Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors or its compensation committee, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan, the form of payout of the RSUs (cash and/or stock).

Remarks:

CFO, EVP, Controller, Treasurer & Secretary