0001104659-15-019580.txt : 20150313 0001104659-15-019580.hdr.sgml : 20150313 20150313161441 ACCESSION NUMBER: 0001104659-15-019580 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150313 DATE AS OF CHANGE: 20150313 GROUP MEMBERS: TRIDENT CAPITAL FUND-VII PRINCIPALS FUND, L.L.C. GROUP MEMBERS: TRIDENT CAPITAL FUND-VII, L.P. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34362 FILM NUMBER: 15699517 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: Trident Capital Management-VII, L.L.C. CENTRAL INDEX KEY: 0001636551 IRS NUMBER: 264584433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-289-4400 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 a15-6648_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Digital Turbine, Inc.

(Name of Issuer)

Common Stock, $0.0001

(Title of Class of Securities)

25400W102

(CUSIP Number)

March 6, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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

 

 

1.

Names of Reporting Persons.
Trident Capital Management-VII, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
5,649,864

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
5,649,864

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,649,864

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.95(1)%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)  Percentage based on 56,775,561 shares of common stock of Digital Turbine, Inc. (“Digital”) outstanding as of March 6, 2015 as reported by Digital to the reporting person.

 

2


 

CUSIP No. 25400W102

 

 

1.

Names of Reporting Persons.
Trident Capital Fund-VII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
5,493,611

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
5,493,611

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,493,611

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.676(1)%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1) Percentage based on 56,775,561 shares of common stock of Digital Turbine, Inc. (“Digital”) outstanding as of March 6, 2015, as reported by Digital to the reporting person.

 

3


 

CUSIP No. 25400W102

 

 

1.

Names of Reporting Persons.
Trident Capital Fund-VII Principals Fund, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
156,253

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
156,253

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
156,253

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.275(1)%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1) Percentage based on 56,775,561 shares of common stock of Digital Turbine, Inc. (“Digital”) outstanding as of March 6, 2015, as reported by Digital to the reporting person.

 

4


 

Item 1.

 

(a)

Name of Issuer:
Digital Turbine, Inc. (formerly Mandalay Digital Group, Inc.)

 

(b)

Address of Issuer’s Principal Executive Offices:
2811 Cahuenga Boulevard West
Lost Angeles, California 90068

 

Item 2.

 

(a)

Name of Person Filing:
This statement is being filed by Trident Capital Management-VII, L.L.C. (“TCM-VII”), Trident Capital Fund-VII, L.P. (“Fund-VII”), and Trident Capital Fund-VII Principals Fund, L.P. (“Principals-VII”).  TCM-VII serves as the sole general partner of Fund-VII and Principals-VII.

 

(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of TCM-VII, Fund-VII and Principals-VII is:
c/o Trident Capital
505 Hamilton Avenue, Suite 200
Palo Alto, California 94301

 

(c)

Citizenship:
TCM-VII —Delaware
Fund-VII—Delaware
Principals-VII —Delaware

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
25400W102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C 78c).

 

(b)

o

Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c).

 

(c)

o

Insurance Company as defined in Section 3(a) (19) of the Act (15 U.S.C 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

Investment adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E);

 

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with SS 240. 13d-1(b) (ii) (F);

 

(g)

o

Parent Holding Company or Control Person in accordance with SS.SS.240. 13d-1(b) (ii) (G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940(15 U.S.C 80a-3);

 

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

5


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

As of March 6, 2015:

 

·      Fund-VII was the record holder of 5,493,611 shares of Common Stock (the “Fund-VII Shares”);

 

·      Principals-VII was the record holder of 156,253 shares of Common Stock (the “Principals-VII Shares”);

By virtue of their relationship as affiliated entities, each of Fund-VII and Principals-VII may be deemed to beneficially own the Fund-VII Shares and the Principals-VII Shares for an aggregate of 5,649,864 shares (the “Record Shares”). TCM-VII, as sole general partner of Fund-VII and Principals-VII, may also be deemed to beneficially own the Record Shares. The Managing Members of TCM-VII are Donald R. Dixon, John H. Moragne and Arneek A. Multani (the “TCM-VII Members”). The TCM-VII Members may also be deemed to beneficially own the Record Shares. Each reporting person and each TCM-VII Member disclaims beneficial ownership of such shares except to the extent of their pecuniary interest, if any, and this report shall not be deemed an admission that the reporting persons or any TCM-VII Member are the beneficial owner of all of the reported shares.

 

(b)

Percent of class:

 

TCM-VII

 

9.95

%

Fund-VII

 

9.676

%

Principals-VII

 

0.275

%

 

 

 

The foregoing percentages are calculated based on 56,775,561 shares of Common Stock of Digital outstanding as of March 6, 2015, as reported by Digital to the reporting persons.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote

 

TCM-VII

 

5,649,864,

 

Fund-VII

 

5,493,611

 

Principals-VII

 

156,253

 

 

 

 

(ii)

Shared power to vote or to direct the vote

See item 4(a) above.

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

TCM-VII

 

5,649,864

 

Fund-VII

 

5,493,611

 

Principals-VII

 

156,253

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See item 4(a) above.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

6


 

Item 10.

Certifications

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of each of their respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 13, 2015

 

 

TRIDENT CAPITAL MANAGEMENT VII, L.L.C

 

Executed by the undersigned as an authorized signatory of the foregoing limited liability company:

 

 

 

/s/ John H. Moragne

 

John H. Moragne

 

 

 

TRIDENT CAPITAL FUND-VII, L.P.

 

Executed by the undersigned as an authorized signatory of the general partner of the foregoing fund:

 

 

 

/s/ John H. Moragne

 

John H. Moragne

 

 

 

TRIDENT CAPITAL FUND-VII PRINCIPALS FUND L.L.C.

 

Executed by the undersigned as an authorized signatory of the sole member of the foregoing limited liability company:

 

 

 

/s/ John H. Moragne

 

John H. Moragne

 

EXHIBIT INDEX

 

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

7


 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Date: March 13, 2015

 

 

TRIDENT CAPITAL MANAGEMENT VII, L.L.C

 

Executed by the undersigned as an authorized signatory of the foregoing limited liability company:

 

 

 

/s/ John H. Moragne

 

John H. Moragne

 

 

 

TRIDENT CAPITAL FUND-VII, L.P.

 

Executed by the undersigned as an authorized signatory of the general partner of the foregoing fund:

 

 

 

/s/ John H. Moragne

 

John H. Moragne

 

 

 

TRIDENT CAPITAL FUND-VII PRINCIPALS FUND L.L.C.

 

Executed by the undersigned as an authorized signatory of the sole member of the foregoing limited liability company:

 

 

 

/s/ John H. Moragne

 

John H. Moragne

 

8