Sec Form 3 Filing - BROWN KIRSTIE ELIZABETH @ Mandalay Digital Group, Inc. - 2014-09-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
BROWN KIRSTIE ELIZABETH
2. Issuer Name and Ticker or Trading Symbol
Mandalay Digital Group, Inc. [ MNDL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Head, Global Fin. Obligations
(Last) (First) (Middle)
2811 CAHUENGA BOULEVARD WEST
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2014
(Street)
LOS ANGELES, CA90068
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
Common Stock 34,817 D
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
Employee Stock Options (right to buy) $ 4.5 06/11/2014( 1 ) 06/11/2023 Common Stock 125,000 D
Employee Stock Options (right to buy) $ 2.83 10/02/2014( 2 ) 10/02/2023 Common Stock 62,500 D
Employee Stock Options (right to buy) $ 4 07/02/2015( 3 ) 07/02/2024 Common Stock 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN KIRSTIE ELIZABETH
2811 CAHUENGA BOULEVARD WEST
LOS ANGELES, CA90068
Head, Global Fin. Obligations
Signatures
/s/ Kirstie E. Brown 09/30/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options granted on June 11, 2013, vest one-third on June 11, 2014, 2015 and 2016 and will be fully vested as of June 11, 2016.
( 2 )Options granted on October 2, 2013, vest one-third on October 2, 2014, 2015 and 2016 and will be fully vested as of October 2, 2016.
( 3 )Options granted on July 2, 2014, vest one-third on July 2, 2015, 2016 and 2017 and will be fully vested as of July 2, 2017.

Remarks:
Reporting Person is the principal accounting officer of Issuer.

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.