0001144204-14-025502.txt : 20140429
0001144204-14-025502.hdr.sgml : 20140429
20140429060528
ACCESSION NUMBER: 0001144204-14-025502
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140425
FILED AS OF DATE: 20140429
DATE AS OF CHANGE: 20140429
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mandalay Digital Group, Inc.
CENTRAL INDEX KEY: 0000317788
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 222267658
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
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: NeuMedia, Inc.
DATE OF NAME CHANGE: 20100514
FORMER COMPANY:
FORMER CONFORMED NAME: Mandalay Media, Inc.
DATE OF NAME CHANGE: 20071109
FORMER COMPANY:
FORMER CONFORMED NAME: Mediavest, Inc.
DATE OF NAME CHANGE: 20050809
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ELLIN ROBERT S
CENTRAL INDEX KEY: 0001071292
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35958
FILM NUMBER: 14791115
MAIL ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trinad Capital L.P.
CENTRAL INDEX KEY: 0001289378
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35958
FILM NUMBER: 14791116
BUSINESS ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
BUSINESS PHONE: 310-601-2500
MAIL ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trinad Advisors II, LLC
CENTRAL INDEX KEY: 0001384858
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35958
FILM NUMBER: 14791117
BUSINESS ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
BUSINESS PHONE: 310-601-2500
MAIL ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trinad Management, LLC
CENTRAL INDEX KEY: 0001346061
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35958
FILM NUMBER: 14791118
BUSINESS ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: DE
ZIP: 90010
BUSINESS PHONE: 310-601-2500
MAIL ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: DE
ZIP: 90010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd.
CENTRAL INDEX KEY: 0001346370
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35958
FILM NUMBER: 14791119
BUSINESS ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
BUSINESS PHONE: 310-601-2500
MAIL ADDRESS:
STREET 1: 4751 WILSHIRE BLVD
STREET 2: 3RD FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90010
4
1
v376392_4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-04-25
1
0000317788
Mandalay Digital Group, Inc.
MNDL
0001346370
Trinad Capital Master Fund Ltd.
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES
CA
90010
0
0
1
0
0001346061
Trinad Management, LLC
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES
CA
90010
0
0
1
0
0001384858
Trinad Advisors II, LLC
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES
CA
90010
0
0
1
0
0001289378
Trinad Capital L.P.
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES
CA
90010
0
0
1
0
0001071292
ELLIN ROBERT S
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES
CA
90010
0
0
1
0
Common Stock
2014-04-25
4
S
0
184511
4.00
D
3668275
D
Common Stock
2014-04-25
4
S
0
535489
4.00
D
3132786
I
See Footnote
The reported securities are owned directly by Trinad Capital Master Fund Ltd. (the "Fund"). Trinad Management, LLC ("Trinad LLC") is the investment adviser to the Fund and may be deemed to beneficially own the reported securities under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Trinad Capital L.P. (the "Feeder Fund") and its general partner, Trinad Advisors II, LLC ("Trinad GP"), may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Robert S. Ellin is the Managing Member of Trinad LLC and Trinad GP and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Trinad LLC, Trinad GP, the Feeder Fund and Mr. Ellin (collectively with the Fund, the "Reporting Persons") disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the securities.
The reported securities are owned directly by Robert S. Ellin.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.01, inclusive. The Reporting Persons undertake to provide to MNDL, any security holder of MNDL, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4).
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.01, inclusive.
The number of shares of MNDL common stock beneficially owned by the Reporting Persons, as specified in Column 5 of Table I, consists of the reported securities plus the shares of MNDL common stock beneficially owned by the Reporting Persons or which the Reporting Persons have a right to acquire upon exercise of certain warrants or conversion of certain convertible securities held by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the issuer's common stock for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in any of the shares.
On March 3, 2014, the Reporting Persons mistakenly reported the sale of 20,000 shares of the reported securities which was in fact the result of broker error. As of April 4, 2014, the broker corrected its error by rescinding the entire transaction through its error account.
/s/ Robert S. Ellin. Trinad Capital Master Fund Ltd.
2014-04-28
/s/ Robert S. Ellin. Trinad Management, LLC
2014-04-28
/s/ Robert S. Ellin. Trinad Advisors II, LLC
2014-04-28
/s/ Robert S. Ellin. Trinad Capital L.P.
2014-04-28
/s/ Robert S. Ellin
2014-04-28