Sec Form 4 Filing - KRONFELD DAVID @ NEULION, INC. - 2015-11-19

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 KRONFELD DAVID 2. Issuer Name and Ticker or Trading Symbol NEULION, INC. [ NLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) NEULION, INC., 1600 OLD COUNTRY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2015 (Street) PLAINVIEW, NY11803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class 3 Preference Shares 11/19/2015 J 9,732,042 D $ 0 ( 1 ) 0 I By JK&B Capital V, L.P. ( 5 ) Class 3 Preference Shares 11/19/2015 J 7,341,715 D $ 0 ( 2 ) 0 I By JK&B Capital V Special Opportunity Fund, L.P. ( 6 ) Class 4 Preference Shares 11/19/2015 J 4,692,274 D $ 0 ( 3 ) 0 I By JK&B Capital V Special Opportunity Fund, L.P. ( 6 ) Class 4 Preference Shares 11/19/2015 J 6,219,991 D $ 0 ( 4 ) 0 I By JK&B Capital V, L.P. ( 5 ) Common Stock 2,006,300 I By DKB JTV Holdings, LLC ( 7 ) Common Stock 535,412 D Common Stock 11/19/2015 J 20,592,850 A $ 0 ( 1 ) ( 4 ) 20,592,850 I By JK&B Capital V, L.P. ( 5 ) Common Stock 11/19/2015 J 15,534,956 A $ 0 ( 2 ) ( 3 ) 15,534,956 I By JK&B Capital V Special Opportunity Fund, L.P. ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KRONFELD DAVID NEULION, INC. 1600 OLD COUNTRY ROAD PLAINVIEW, NY11803 X X Signatures /s/ Roy E. Reichbach, attorney-in-fact 11/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 19, 2015, NeuLion, Inc. (the "Company") executed a Conversion and Settlement Agreement with the holders of its Class 3 and Class 4 Preference Shares (collectively, the "Preference Shares"), whereby these holders agreed to convert their Preference Shares for (i) shares of the Company's common stock, on a 1-to-1 basis, and (ii) aggregate consideration totaling $4,130,600 paid in the form of 8,176,210 shares of the Company's common stock (the "Additional Shares"). In the transaction, the Reporting Person received 9,732,042 shares of the Company's common stock pursuant to the conversion as well as 3,250,861 Additional Shares. ( 2 )On November 19, 2015, NeuLion, Inc. (the "Company") executed a Conversion and Settlement Agreement with the holders of its Class 3 and Class 4 Preference Shares (collectively, the "Preference Shares"), whereby these holders agreed to convert their Preference Shares for (i) shares of the Company's common stock, on a 1-to-1 basis, and (ii) aggregate consideration totaling $4,130,600 paid in the form of 8,176,210 shares of the Company's common stock (the "Additional Shares"). In the transaction, the Reporting Person received 7,341,715 shares of the Company's common stock pursuant to the conversion as well as 2,452,404 Additional Shares. ( 3 )On November 19, 2015, NeuLion, Inc. (the "Company") executed a Conversion and Settlement Agreement with the holders of its Class 3 and Class 4 Preference Shares (collectively, the "Preference Shares"), whereby these holders agreed to convert their Preference Shares for (i) shares of the Company's common stock, on a 1-to-1 basis, and (ii) aggregate consideration totaling $4,130,600 paid in the form of 8,176,210 shares of the Company's common stock (the "Additional Shares"). In the transaction, the Reporting Person received 4,692,274 shares of the Company's common stock pursuant to the conversion as well as 1,048,563 Additional Shares. ( 4 )On November 19, 2015, NeuLion, Inc. (the "Company") executed a Conversion and Settlement Agreement with the holders of its Class 3 and Class 4 Preference Shares (collectively, the "Preference Shares"), whereby these holders agreed to convert their Preference Shares for (i) shares of the Company's common stock, on a 1-to-1 basis, and (ii) aggregate consideration totaling $4,130,600 paid in the form of 8,176,210 shares of the Company's common stock (the "Additional Shares"). In the transaction, the Reporting Person received 6,219,991 shares of the Company's common stock pursuant to the conversion as well as 1,389,956 Additional Shares. ( 5 )JK&B Capital V, L.P. is a Delaware limited partnership that is controlled by Mr. Kronfeld. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 6 )JK&B Capital V Special Opportunity Fund, L.P. is a Delaware limited partnership that is controlled by Mr. Kronfeld. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 7 )DKB JTV Holdings, LLC is a Delaware limited liability company that is controlled by Mr. Kronfeld. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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