Sec Form 4 Filing - GUBER PETER @ Digital Turbine, Inc. - 2015-04-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GUBER PETER 2. Issuer Name and Ticker or Trading Symbol Digital Turbine, Inc. [ APPS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1300 GUADALUPE STREET, SUITE 302 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2015 (Street) AUSTIN, TX78701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/27/2015 X 666,667 A $ 1.25 3,999,810 I See footnote 2. Common Stock 04/27/2015 S( 1 ) 214,432 D $ 3.886 3,785,378 ( 2 ) I See footnote 2.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock Warrant (right to buy) $ 1.25 04/27/2015 X 666,667 06/21/2010 06/21/2015 Common Stock 666,667 $ 0 0 I ( 3 ) See footnote 3. Common Stock Warrant (right to buy) $ 3.5 04/12/2014 04/12/2018 Common Stock 35,714 35,714 I ( 3 ) See footnote 3. Employee stock options (right to buy) $ 13.75 06/18/2008 06/18/2018 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GUBER PETER 1300 GUADALUPE STREET SUITE 302 AUSTIN, TX78701 X GUBER FAMILY TRUST 1300 GUADALUPE STREET SUITE 302 AUSTIN, TX78701 X Signatures /s/ Peter Guber 04/28/2015 Signature of Reporting Person Date /s/ Peter Guber, Trustee of the Guber Family Trust 04/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In his capacity as a trustee of the Guber Family Trust (the "Trust"), Peter Guber exercised a warrant to purchase 666,667 shares of Issuer's common stock at a purchase price of $1.25 per share and paid the exercise price on a cashless basis. Issuer withheld 214,432 warrant shares to pay the exercise price and issued the remaining 452,235 shares to the Trust. Issuer also paid $2.41 to the Trust in lieu of a fractional share. ( 2 )Beneficial ownership: 212,800 shares are held by Peter Guber and 3,572,678 shares are held by the Trust of which Mr. Guber is a trustee. Mr. Guber disclaims beneficial ownership of shares held by the Trust except to the extent of his pecuniary interest therein. ( 3 )Warrants owned by the Trust.

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).

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