8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2010

Motricity, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34781	20-1059798
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

601 108th Avenue Northeast

Suite 800

Bellevue, WA 98004

98004

(Address of Principal Executive Offices, including Zip Code)

(425) 957-6200

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 20, 2010, Motricity issued a press release announcing that Axiata, one of the largest telecommunications conglomerates in the Asia Pacific region with approximately 150 million mobile subscribers in ten countries, had selected Motricity as its preferred provider of mobile data services across its carrier group throughout Asia. Additionally, the company announced that Dialog, Robi, and Hello, leading Carriers in Sri Lanka, Bangladesh and Cambodia Select Motricity to be Exclusive Provider of Mobile Data Services. A copy of the press release is attached to the Current Report on Form 8-K as Exhibit 99.1.

As previously disclosed, on December 14, 2010, the lock-up agreements entered into in connection with Motricity’s initial public offering, expired. Upon expiration of the lock-ups, the company’s executive officers vested in a portion of certain restricted stock grants. This constituted a taxable event and the executive officers had shares withheld by Motricity to cover required tax withholding and sold additional common shares, in part for tax planning purposes. Details regarding the vesting of the grants to the company’s executive officers is more fully described in the company’s Registration Statement on Form S-1 (Registration No. 333-164471) which was declared effective on June 17, 2010.

The following table shows shares and options to purchase shares held by each executive officer as of December 20, 2010, following closure of the “trading window” on December 17, 2010.

	Shares and Options Held Currently as of Dec 20, 2010 (vested and unvested)
Ryan K. Wuerch		1,670,337
Jim Smith		276,114
James Ryan		160,418
Allyn P. Hebner		139,792
Richard E. Leigh, Jr.		84,358
Total		2,331,019

Each executive officer has entered into a Sales Plan under Rule 10b5-1 to sell additional shares for tax and other financial planning purposes for the period through December 31, 2011. The number of shares sold, if any, under each executive’s Sales Plan is dependent upon how the trading price of the company’s common shares varies over the period and certain other criteria, including a minimum price threshold specified by each executive in his Sales Plan. Any sales of shares under these Sales Plans and any additional shares withheld to cover tax withholding for future quarterly vesting of restricted stock will be reported as required by applicable U.S. federal securities law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated December 20, 2010.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		MOTRICITY, INC. (Registrant)
December 20, 2010	By:	/s/ Richard E. Leigh, Jr.
(Date)		Richard E. Leigh, Jr. Senior Vice President, General Counsel and Corporate Secretary

Exhibits.

Exhibit No.	Description
99.1	Press release dated December 20, 2010.

EX-99.1

Exhibit 99.1

Media Contacts:

Motricity

Jennifer Morgan

Office: +1 425.638.8375

jennifer.morgan@motricity.com

Axiata Group

Faridah Hashim

Office: +603 2263 8881

faridah@axiata.com

Dialog, Robi, and Hello, Join Celcom and XL, to Select Motricity as

the Exclusive Provider of Mobile Data Services

Axiata Selects Motricity as its Preferred Provider of Mobile Data

Services Across its Carrier Group Throughout Asia

Kuala Lumpur and Bellevue, WA – Dec. 20, 2010 – Axiata, one of the largest telecommunications conglomerates in the Asia Pacific region with nearly 150 million mobile subscribers in ten countries, today announced it has selected Motricity (NASDAQ: MOTR) to be its preferred provider to deliver a complete end-to-end mobile Internet and data services solution to its operating companies. The announcement builds upon the successful deployment of Motricity’s mCore Platform and its end-to-end Mobile as a Service offering at XL Axiata, the group’s largest operating company based in Indonesia. Additionally, Motricity is already in the process of implementing the mCore Platform and services at Celcom, Axiata’s operating company in Malaysia. Motricity has now entered into an agreement to provide its solutions and services to Axiata operating companies Dialog in Sri Lanka, Robi in Bangladesh and Hello in Cambodia.

“We are pleased to partner with Motricity to leverage their expertise and deliver a full range of mobile data services to millions of subscribers whose primary access to the Internet is through their mobile devices, whether it is GPRS or 3G enabled,” said Dato’ Sri Jamaludin Ibrahim, president and group chief executive officer of Axiata. “The mobile Internet is one of the fastest growth opportunities for mobile operators and Axiata’s focus is to champion innovation by providing personalized content and a rich mobile Internet

experience to our subscribers. Through Motricity’s mCore Platform we believe that Axiata will be able to provide increased adoption of the mobile Internet which will lead to growth and development throughout our region’s local economies.”

Motricity’s hosted managed technology platform, mCore will enable Axiata to provide its subscribers with mobile access to the Internet, rich content and email as well as enabling social networking and mobile commerce applications from nearly any device. The mCore Platform will also facilitate mobile commerce opportunities and support mobile marketing campaigns and programs via enhanced customer analytics capabilities.

“This is a substantial win for Motricity and one that was born out of our shared commitment toward advancing the mobile Internet’s reach in the Asia Pacific region,” said Ryan Wuerch, chief executive officer and founder of Motricity. “Axiata has proven itself to be a leader and innovator in bringing new mobile services to emerging markets and we are enthused to partner with them in their ambitious goal of bringing a rich mobile data services experience to their millions of subscribers.”

About Axiata

Axiata is one of the largest Asian telecommunication companies, focused on high growth low penetration emerging markets. Axiata has controlling interests in mobile operators in Malaysia, Indonesia, Sri Lanka, Bangladesh and Cambodia with significant strategic stakes in India, Singapore and Iran. India and Indonesia are amongst the fastest growing markets in the world. In addition, the Malaysian-grown holding company has stakes in non-mobile telecommunication operations in Thailand.

The Group’s mobile subsidiaries and associates operate under the brand name ‘Celcom’ in Malaysia, ‘XL’ in Indonesia, ‘Dialog’ in Sri Lanka, ‘Robi’ in Bangladesh, ‘HELLO’ in Cambodia, ‘Idea’ in India, ‘M1’ in Singapore and ‘MTCE’ in Iran (Esfahan).

The Group, including its subsidiaries and associates, has over 150 million mobile subscribers in Asia. The Group revenue for 2009 was RM13.1 billion. The Group provides employment to over 25,000 people across Asia. Axiata’s vision is to be a regional champion by 2015 by piecing together the best throughout the region in connectivity, technology and talent, uniting them towards a single goal: Advancing Asia.

Axiata was awarded the Frost & Sullivan 2009 and 2010 Asia Pacific ICT Award for Best Telecom Group and the Telecom Asia Best Regional Mobile Group 2010 for its operations in multiple Asian markets.

About Motricity

Motricity (NASDAQ: MOTR) is a leading mobile data solutions provider exclusively focused on the rapidly growing mobile Internet market. It serves some of the world’s largest mobile carriers, simplifying the mobile Internet and creating a personalized mobile experience for subscribers. Motricity helps companies leverage the power of mobility to make direct, personalized connections with their customers. For more information, visit www.motricity.com or follow the company on Twitter @motricity.

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