Sec Form 4 Filing - STONE WILLIAM GORDON III @ Digital Turbine, Inc. - 2016-05-26

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 STONE WILLIAM GORDON III 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1300 GUADALUPE STREET, SUITE 302 3. Date of Earliest Transaction (MM/DD/YY) 05/26/2016 (Street) AUSTIN, TX78701 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

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) ( 1 ) $ 1.06 05/26/2016 A 100,000 05/26/2017( 2 ) 05/26/2026 Common Stock 100,000 $ 0 100,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STONE WILLIAM GORDON III 1300 GUADALUPE STREET SUITE 302 AUSTIN, TX78701 X CEO Signatures /s/ William Gordon Stone III 05/31/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Employee stock options (right to buy)("Options") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan. ( 2 )Options vest over a four year term as follows: 25% vest on the first anniversary of the grant date; thereafter, the balance of 75,000 Options vest pro rata on a monthly basis over the following three years, and all unvested options immediately vest upon a change of control of Issuer. Options will be fully vested as of May 26, 2020. ( 3 )Reporting Person also holds unvested Options to purchase 175,000 shares of common stock granted 12/9/2015, partially vested Options to purchase 50,000 shares of common stock granted 9/10/2014, partially vested Options to purchase 200,000 shares of common stock granted 7/8/2014, and partially vested Options to purchase 300,000 shares of common stock granted 11/25/2013. Reporting Person also owns 512,080 shares of Issuer's common stock.

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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