Podcastone Inc.

07/21/2025 | Press release | Distributed by Public on 07/21/2025 19:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gray Christopher
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)
President
(Last) (First) (Middle)
C/O PODCASTONE, INC.,, 345 NORTH MAPLE DRIVE, SUITE 295
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025
(Street)
BEVERLY HILLS, CA 90210
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 (1) 06/27/2025 A 700,000 (2)(3)(4) (2)(3)(4) Common Stock, $0.00001 par value 700,000 $ 0 700,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gray Christopher
C/O PODCASTONE, INC.,
345 NORTH MAPLE DRIVE, SUITE 295
BEVERLY HILLS, CA 90210
President

Signatures

/s/ Christopher Gray 07/21/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the Issuer's Restricted Stock Units (the "RSUs") which are settled in the Issuer's common stock on a one-for-one basis.
(2) The RSUs were granted to the Reporting Person pursuant to the Employment Agreement, dated as of June 27, 2025 (the "EA"), and effective as of June 1, 2025 (the "Effective Date"), entered into between the Reporting Person and the Issuer. 175,000 of the RSUs shall vest on the six-month anniversary of the Effective Date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 175,000 RSUs on each subsequent six-month anniversary of the Initial Vesting Date, with the last tranche to vest on the two year anniversary of the Effective Date (inclusive); (continued to Footnote 3)
(3) (continued from Footnote 2) provided that the RSUs shall vest earlier than the foregoing applicable vesting dates as follows: (x) one-third of the RSUs shall vest if during the term of the EA (the "Term"), the shares of the Issuer's common stock have traded at a price of $3.50 per share or more for a period of at least 90 consecutive days, (y) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of $5.00 per share or more for a period of at least 90 consecutive days, and (z) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of ten $10.00 per share or more for a period of at least 90 consecutive days, (continued to Footnote 4)
(4) (continued from Footnote 3) 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 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) the date of a PC1 Change of Control, (ii) the date of the Reporting Person's death, (iii) the date of the Reporting Person's Disability (as defined in the EA) and (iv) the expiration or the effective date of termination of the EA.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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