FORM 4 |
UNITED STATES 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mandalay Digital Group, Inc. [ MNDL.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 04/20/2013 | P(1) | 714,286(1) | A | $500,000(1) | 714,286(1) | D | |||
Common Stock | 04/20/2013 | P(1) | 714,286(1) | A | $500,000(1) | 714,286(1) | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Warrant to Purchase Common Stock (Right to Buy)(4) | $0.7 | 04/20/2013 | A | 178,571 | (3) | (3) | Common Stock | 178,571 | (3) | 178,571 | D | ||||
Warrant to Purchase Common Stock (Right to Buy) | (3) | (3) | (3) | Common Stock | 178,571 | 178,571 | I | See Footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On April 12, 2013, the Trinad Capital Master Fund, a Cayman Island exempted company ("Trinad Master Fund") acquired in the aggregate a total of 714,286 shares of common stock and warrants to purchase a total of 178,571 shares of Mandalay Digital Group, Inc. (the "Company") common stock (subject to adjustment), for a total purchase price of $500,000 in cash. The number of shares reported by the Reporting Persons reflect pre-split amounts of common stock in conjunction with the 1-for-5 stock split, effective April 12, 2013. |
2. Represents shares owned indirectly by Mr. Ellin, as the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors II LLC. |
3. In connection with the transaction described above in footnote (1), Trinad Master Fund received a warrant to purchase 178,571 shares of the Company's common stock ("Warrant"). The Warrant has an exercise price of $0.70 per share (subject to adjustment), a five year term, and may be exercised following the first anniversary of the date of issuance. |
4. Represents Warrants owned directly by Trinad Master Fund. |
5. Represents warrants owned indirectly by Robert S. Ellin. |
Remarks: |
This is a joint filing by (i) Trinad Master Fund, (ii) Trinad Advisors II, LLC, a Delaware limited liability company, (iii) Trinad Capital L.P., a Delaware limited partnership, (iv) Trinad Management, LLC, a Delaware limited liability company and (v) Robert S. Ellin, a United States citizen. Trinad Capital Master Fund Ltd. owns the securities reported herein directly. These securities may be deemed to be beneficially owned by Trinad Capital L.P., the controlling stockholder of Trinad Capital Master Fund Ltd.; Trinad Management, LLC, the investment manager of Trinad Capital Master Fund Ltd. and Trinad Capital L.P.; Trinad Advisors II, LLC, the general partner of Trinad Capital L.P. Mr. Ellin is the managing director of and portfolio manager for Trinad Management, LLC and the managing director Trinad Advisors II, LLC. Mr. Ellin has shared investment control over all securities owned by the Trinad Master Fund and its affiliates. Mr. Ellin disclaims beneficial ownership of the shares held directly by the Trinad Master Fund, except to the extent of his pecuniary interest therein. Each of Trinad Advisors II, LLC, Trinad Capital L.P., and Trinad Management, LLC disclaim beneficial ownership of the shares held directly by Trinad Master Fund, except to the extent of their pecuniary interests therein. |
/s/ Robert S. Ellin, Trinad Capital Master Fund, Ltd. | 05/21/2013 | |
/s/ Robert S. Ellin, Trinad Advisors II, LLC | 05/21/2013 | |
/s/ Robert S. Ellin, Trinad Capital L.P. | 05/21/2013 | |
/s/ Robert S. Ellin, Trinad Management, LLC | 05/21/2013 | |
/s/ Robert S. Ellin | 05/21/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |