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U.S. 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(f) of the Investment Company Act of 1940
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FORM 5 OMB APPROVAL
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[ ] CHECK THIS BOX IF NO LONGER OMB Number: 3235-0362
SUBJECT TO SECTION 16. FORM 4 Expires: September 30, 1998
OR FORM 5 OBLIGATIONS MAY Estimated average burden
CONTINUE. SEE INSTRUCTION 1(B). hours per response .... 1.0
[ ] FORM 3 HOLDINGS REPORTED
[ ] FORM 4 TRANSACTIONS REPORTED
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1. Name and Address of Reporting Person *
MAC Music LLC
(Last) (First) (Middle)
1285 Avenue of the Americas, 21st Floor
(Street)
New York NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Platinum Entertainment, Inc./PTET
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement of Month/Year
December 1998
5. If Amendment, Date or Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
Director X 10% Owner
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Officer (give title Other
----- below) ----- (specify
below)
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7. Individual or Join/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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Form filed by More than One Reporting Person
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TABLE I-- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Transaction 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
(Instr. 3) Date action or Disposed of (D) Securities ship of In-
Code (Instr. 3, 4 and 5) Beneficially Form: direct
(Month/ (Instr. 8) Owned at Direct Bene-
Day/ ------------- ------------------------- End of (D) ficial
Year) (A) Month Indirect Owner-
Code Amount or Price (Instr. 3 (I) ship
(D) and 4) (Instr. 4) (Instr. 4)
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(Over)
* If the form is filed by more than one reporting person, SEE Instruction 4(b)(v). SEC 1474 9-96)
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FORM 4 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of Derivative 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv- 6. Date Exer-
Security (Instr. 3) sion or action tion Code ative Securities Ac- cisable and Ex-
Exercise Date (Instr. 8) quired (A) or Dis- piration Date
Price of posed of (D)
Deriv- (Month/ (Instr. 3, 4 and 5) (Month/Day/
ative Day/ Year)
Secur Year) ------------- ------------------------- ----------------------
Code (A) (D) Date Expira-
Exer- tion
cisable Date
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Common Stock Purchase
Warrant (1) (2) J(2) (2) (3) (3)
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7. Title and Amount of 8. Price 9. Number 10. Owner- 11. Na-
Underlying Securities Deriv of Deriv- ship ture
ative ative Form of In-
(Instr. 3 and 4) Secur- Secur- of De- direct
ity ities rivative Bene-
(Instr. Bene Secu- ficial
5) ficially rity: Own-
Owned Direct ership
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Amount or of Indi-
Title Number of Month rect (I)
Shares (Instr. 4) (Instr. 4)
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2,016,000
Common Stock (2) (2) (2) D
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Explanation of Responses:
(1) Common Stock underlying the Common Stock Purchase Warrant (the "Warrant")
may be purchased at a price (the "Exercise Price") equal to the lesser of (i)
$6.25 per share of Common Stock (the "Initial Warrant Exercise Price") and (ii)
82.5% of the average of the daily closing price per share of Common Stock for
the 30 consecutive trading days following the public release by Platinum
Entertainment, Inc. (the "Company") of its consolidated earnings statement for
the 1998 fiscal year. Notwithstanding the foregoing, if at any time prior to the
expiration of the Thirty Day Period, no shares of the Company's Series B
Convertible Preferred Stock remain outstanding, the Exercise Price will be the
Initial Warrant Exercise Price.
(2) The Warrant was acquired by MAC on December 12, 1997 pursuant to the terms
of the Investment Agreement (the "Investment Agreement"), dated December 12,
1997, among the Company, MAC Music LLC ("MAC") and SK-Palladin Partners, LP. The
acquisition was previously reported by the Reporting Person on a Form 3 pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended. Such Form 3
reported that the Warrant was initially exercisable into one million eight
hundred thousand (1,800,000) shares of Common Stock, subject to adjustment under
certain circumstances. Pursuant to the terms of the Warrant, on each anniversary
of the date of issuance of the Warrant, if any shares of the Company's Series B
Convertible Preferred Stock remain outstanding, then upon each such anniversary,
the number of shares of Common Stock issuable upon exercise of the Warrant is
increased by an amount equal to 12% of the number of shares of Common Stock
issuable upon exercise of the Warrant (each such 12% increase, a "Conditional
Annual Increase") (calculated without giving effect to any prior Conditional
Annual Increase). As of December 12, 1998, shares of the Company's Series B
Convertible Preferred Stock remained outstanding and, accordingly, on December
12, 1998, the Warrant became exercisable into an aggregate of two million
sixteen thousand (2,016,000) shares of Common Stock, subject to adjustment under
certain circumstances. Thus, the change in beneficial ownership with respect to
Common Stock issuable upon exercise of the Warrant reported herein reflects the
increase in the number of shares of Common Stock issuable upon exercise of the
Warrant as described above.
(3) The Warrant is exercisable at any time on or after December 12, 1997 until
October 31, 2007.
**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 provided is insufficient, SEE Instruction 6 for procedure.
MAC Music LLC
By: Alpine Equity Partners L.P., a managing member
By: Alpine Equity Partners L.L.C., its general partner
/s/ Richard D. Goldstein February 11, 1999
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**Signature of Reporting Person Date
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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SEC 2270 (9-96)
