0001144204-15-016759.txt : 20150317 0001144204-15-016759.hdr.sgml : 20150317 20150317162828 ACCESSION NUMBER: 0001144204-15-016759 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150317 DATE AS OF CHANGE: 20150317 GROUP MEMBERS: PETER GUBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Turbine, Inc. CENTRAL INDEX KEY: 0000317788 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 222267658 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34362 FILM NUMBER: 15707062 BUSINESS ADDRESS: STREET 1: 2811 CAHUENGA BOULEVARD WEST CITY: LOS ANGELES STATE: CA ZIP: 90068 BUSINESS PHONE: (323) 472-5461 MAIL ADDRESS: STREET 1: 2811 CAHUENGA BOULEVARD WEST CITY: LOS ANGELES STATE: CA ZIP: 90068 FORMER COMPANY: FORMER CONFORMED NAME: Mandalay Digital Group, Inc. DATE OF NAME CHANGE: 20120207 FORMER COMPANY: FORMER CONFORMED NAME: NeuMedia, Inc. DATE OF NAME CHANGE: 20100514 FORMER COMPANY: FORMER CONFORMED NAME: Mandalay Media, Inc. DATE OF NAME CHANGE: 20071109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUBER FAMILY TRUST CENTRAL INDEX KEY: 0001409018 IRS NUMBER: 953522370 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 323-549-4360 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 SC 13D/A 1 v404711_sc13da.htm SCHEDULE 13D/A

CUSIP No. 25400W102 Page 1 of 7 Pages

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

SCHEDULE 13D

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 7)*

 

Digital Turbine, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
25400W102
(CUSIP Number)
Guber Family Trust
c/o Peter Guber
4751 Wilshire Boulevard, 3rd Floor
Los Angeles, California 90010
(323) 549 - 4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 6, 2015
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.1 3d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 25400W102 Page 2 of 7 Pages

  

 

   
   
   
   
  Names of Reporting Persons
1 The Guber Family Trust
  Check the Appropriate Box if a Member of a Group (see instructions) (a) o
2   (b) x
3 SEC Use Only
  Source of Funds (see instructions)
4 WC
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  Citizenship or Place of Organization
6 California

 

    Sole Voting Power
Number of 7 3,835,524 (1)
Shares   Shared Voting Power
Beneficially by 8 0
Owned by Each   Sole Dispositive Power
Reporting 9 3,835,524 (1)
Person With   Shared Dispositive Power
  10 0

 

11 Aggregate Amount Beneficially Owned by Each Reporting Person
  3,835,524 (1)
12 Check if the Aggregate Amount in Row (11) Excludes o
  Certain Shares (see instructions)
13 Percent of Class Represented by Amount in Row (11)
  6.6%
14 Type of Reporting Person (see instructions)
  OO (Trust)

___________________________

(1) Includes 3,133,143 shares of common stock and 702,381 shares of common stock issuable upon exercise of warrants. Peter Guber is the trustee of the Guber Family Trust (the "Trust") and has sole voting and dispositive power over shares held by Trust but disclaim beneficial ownership thereof except to the extent of his pecuniary interest therein.

 

 
 

 

CUSIP No. 25400W102 Page 3 of 7 Pages

 

 

   
   
  Names of Reporting Persons
1 Peter Guber
  Check the Appropriate Box if a Member of a Group (see instructions) (a) o
2   (b) x
3 SEC Use Only
  Source of Funds (see instructions)
4 OO
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  Citizenship or Place of Organization
6 United States

 

    Sole Voting Power
Number of 7 4,135,524 (1)
Shares   Shared Voting Power
Beneficially by 8 0
Owned by Each   Sole Dispositive Power
Reporting 9 4,135,524 (1)
Person With   Shared Dispositive Power
  10 0

 

11 Aggregate Amount Beneficially Owned by Each Reporting Person
  4,135,524 (1)
12 Check if the Aggregate Amount in Row (11) Excludes o
  Certain Shares (see instructions)
13 Percent of Class Represented by Amount in Row (11)
  7.14%
14 Type of Reporting Person (see instructions)
  IN

___________________________

(1) Includes: (a) 200,000 shares of common stock and 100,000 shares of common stock issuable upon exercise of stock options owned directly by Peter Guber; and (b) 3,133,143 issued and outstanding shares of common stock and an aggregate of 702,381 shares of common stock issuable upon exercise of warrants owned by the Guber Family Trust. Peter Guber is the trustee of the Trust and has sole voting and dispositive power over shares held by Trust but disclaim beneficial ownership thereof except to the extent of his pecuniary interest therein.

 

 
 

 

CUSIP No. 25400W102 Page 4 of 7 Pages

 

 

Introductory Statement

 

This Statement on Schedule 13D constitutes Amendment No. 7 ("Amendment") to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 7, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on November 19, 2008, Amendment No. 2 to the Schedule 13D filed on August 12, 2010, Amendment No. 3 to the Schedule 13D filed on December 6, 2011, Amendment No. 4 to the Schedule 13D filed on December 28, 2011, Amendment No. 5 to the Schedule 13D filed on October 22, 2012, and Amendment No. 6 filed on August 29, 2013 (collectively, the "Schedule 13D"). This Amendment is being filed to report a change to the Reporting Persons' percent ownership of securities of the Issuer as a result of certain transactions involving the Issuer as disclosed in its filings with the Securities and Exchange Commission. Except as otherwise described in this Amendment, the information contained in the Schedule 13D, as amended, remains in effect.

 

Item 1. Security and Issuer

 

The class of equity securities to which this statement relates is the common stock, $0.0001 par value per share, (the "Common Stock") of Digital Turbine, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 1300 Guadalupe Street, Suite 302, Austin, Texas 78701.

 

Item 2. Identity and Background

 

(a)  This Amendment is being filed jointly by (i) the Guber Family Trust (the "Trust") and (ii) Peter Guber, a United States citizen (together, the "Reporting Persons"). The Trust is a trust that has been established by Peter Guber. Mr. Guber is the trustee of the Trust and has sole voting dispositive power over shares held by the Trust.

 

(b)  The address of the Reporting Persons is 4751 Wilshire Blvd., 3rd Floor, Los Angeles, CA 90010.

 

(c)  Peter Guber is an executive, entrepreneur, educator, speaker and TV personality. He is Founder and CEO of Mandalay Entertainment Group and was formerly Chairman and CEO of Sony Pictures Entertainment, Chairman and CEO of Polygram Entertainment, Co-Founder of Casablanca Record & Filmworks and President of Columbia Pictures. He is a full professor at UCLA, the author of three books, a professional speaker, and is seen regularly on Fox Business News. The address of Mandalay Entertainment Group is 4751 Wilshire Blvd., 3rd Floor, Los Angeles, CA 90010.

 

(d)  The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

(e)  The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

(f)  The Trust was established in California. Peter Guber is a United States citizen.

 

Although this Amendment is being made jointly by the Reporting Persons, each of them expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise.

 

Item 3. Source and Amount of Funds or Other Consideration

 

This Amendment is being filed to report the acquisition of 12,800 shares of Common Stock (the "Shares") of the Issuer pursuant to a grant under Issuer's Amended and Restated 2011 Equity Incentive Plan and the terms of a restricted stock agreement. The Shares were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.

 

In addition, on March 6, 2015, the Issuer completed the acquisition of Appia, Inc., pursuant to an agreement and plan of merger dated as of November 13, 2014, resulting in the issuance by the Issuer of an aggregate of 18,951,550 shares of Common Stock. The transaction described in the foregoing sentence closed on March 6, 2015, and the issuance pursuant thereto had the effect of reducing the Reporting Persons' beneficial ownership by more than one (1) percent.

 

 
 

 

CUSIP No. 25400W102 Page 5 of 7 Pages

 

 

Item 4. Purpose of Transaction

 

The information set forth is Item 3 above is incorporated by reference herein.

 

The Reporting Persons intend to continuously assess the Issuer’s business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire additional securities of the Issuer or may determine to sell or otherwise dispose of all or some of its holdings of the Issuer’s securities.

 

The Reporting Persons may also engage in and may plan for their engagement any of the items discussed in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D. However, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, nominating or recommending additional candidates to serve as members of the Board of Directors of the Issuer, having discussions with other stockholders and potential nominees to the Board of Directors of the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5. Interest in Securities of the Issuer

 

(a) The percentages herein were calculated based on the 57,107,894 shares of the Issuer's Common Stock issued and outstanding as of March 6, 2015.

 

The aggregate number of shares of Common Stock beneficially owned by Peter Guber is 4,135,524 shares constituting 7.14% of the outstanding shares of Common Stock, of which (1) 3,835,524 shares are owned by the Trust, of which Peter Guber is the trustee and as to which he has sole voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest therein; and (2) 300,000 shares are owned directly by Peter Guber and as to which he has sole voting and dispositive power.

 

(b) Beneficial ownership is summarized below:

 

    Guber Family Trust     Peter Guber     Sole Voting and Dispositive Power    Disclaimed Beneficial Ownership 
                     
Common Stock   3,133,143    200,000    3,333,143    3,133,143 
Options @ $13.75   -0-    100,000    100,000    -0- 
Warrants @ $3.50   35,714    -0-    35,714    35,714 
Warrants @ $0.25   666,667    -0-    666,667    666,667 
Total   3,835,524    300,000    4,135,524    3,835,524 
Percentage   6.6%        7.14%     

 

(c)  Except as described in the Schedule 13D or any prior amendments thereto, the Reporting Persons have not engaged in any transactions involving the securities of the Issuer in the past 60 days.

 

 
 

 

CUSIP No. 25400W102 Page 6 of 7 Pages

 

 

(d) – (e)

 

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Except as described in the Schedule 13D or any prior amendments thereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to Be Filed as Exhibits

 

None

 

 
 

 

CUSIP No. 25400W102 Page 7 of 7 Pages

 

SIGNATURES

  

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 17, 2015.

 

 

Guber Family Trust

 

By:  /s/ Peter S. Guber

Name: Peter S. Guber

Title: Trustee

 

/s/ Peter S. Guber

Peter S. Guber