SEC FORM 4

SEC Form 4

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^*

HERRICK NORTON

(Last)

(First)

(Middle)

C/O THE HERRICK COMPANY, INC.

2 RIDGEDALE AVENUE

(Street)

CEDAR KNOLLS

07927

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDIABAY INC [ MBAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2003⁽¹⁾⁽²⁾		D⁽³⁾		810,372⁽⁴⁾	D	$0.94	290,070	D
Common Stock	11/14/2003⁽¹⁾⁽²⁾		D⁽³⁾		285,000⁽⁵⁾	D	$0.94	0	I	By M. Huddleston⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants (Right to Buy)	$0.56	11/14/2003⁽¹⁾⁽²⁾		D⁽³⁾			1,875,000	⁽⁷⁾	05/14/2011	Common Stock	1,875,000	$712,500⁽⁸⁾	0	I	By Huntingdon⁽⁹⁾

Explanation of Responses:

1. The Reporting Person entered into an agreement with the Issuer dated November 7, 2003 (the "Agreement") to pay amounts owed to the Issuer by the Reporting Person under Section 16(b) of the Securities Exchange Act of 1934 as a result of various transactions which are attributable to the Reporting Person occuring within less than six months of each other that involved the securities of the Issuer. Pursuant to the Agreement, the Reporting Person agreed to pay the Issuer the sum of $1,742,149, (the "Payment") by delivering to the Issuer for cancellation within ten (10) days of the date of the Agreement, shares of Common Stock of the Issuer and/or warrants to purchase shares of Common Stock of the Issuer with an aggregate value equal to the Payment.

2. (continuation of prior footnote) Under the Agreement, the value of each share of Common Stock delivered under the Agreement is equal to the last sale price of the Issuer's Common Stock on the trading day immediately prior to the date on which the shares of Common Stock are delivered to the Issuer (the "Market Price"). The value of any warrant delivered under this Agreement is equal to the Market Price of the underlying shares less the exercise price of the warrant. The Reporting Person delivered the shares of Common Stock and warrants to the Issuer pursuant to the Agreement on Monday, November 17, 2003, with the value of the securities based on the Market Price on November 14, 2003 of $.94 per share of Common Stock.

3. On November 6, 2003 the Board of Directors of the Issuer approved the terms and execution of the Agreement, including the disposition of Common Stock and/or warrants to pay the Payment.

4. As part of the Payment, the Reporting Person deposited 810,372 shares of Common Stock with the Issuer. Based on the Market Price, the aggregate value of these shares is $761,749.68.

5. As part of the Payment, the Reporting Person deposited 285,000 shares of Common Stock with the Issuer. Based on the Market Price, the aggregate value of these shares is $267,900.

6. M. Huddleston Enterprises, Inc. is a company wholly owned by the Reporting Person.

7. Of the 1,875,000 warrants reported herein, 1,650,000 became exercisable May 14, 2001 and 225,000 became exercisable February 22, 2002.

8. As part of the Payment, the Reporting Person deposited warrants to purchase 1,875,000 shares of Common Stock with the Issuer. Based on the Market Price ($.94) less the exercise price of the warrants ($.56), the aggregate value of these warrants is $712,500.

9. Huntingdon Corporation is a company wholly owned by the Reporting Person.

Remarks:

	Norton Herrick	11/18/2003
	** 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).
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