Insider filing report for Changes in Beneficial Ownership
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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)
111 NUECES STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2019
(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
Restricted Stock Units ( 1 ) $ 0 06/01/2019 A 33,156 06/01/2020( 2 ) ( 3 ) Common Stock 33,156 $ 0 33,156 D
Performance Stock Units ( 4 ) $ 0 06/01/2019 A 33,156 ( 5 ) ( 6 ) ( 3 ) Common Stock 33,156 ( 6 ) $ 0 33,156 ( 6 ) D
Employee Stock Options (right to buy) ( 7 ) $ 3.77 06/01/2019 A 150,000 06/01/2020( 8 ) 06/01/2029 Common Stock 150,000 $ 0 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STONE WILLIAM GORDON III
111 NUECES STREET
AUSTIN, TX78701
X CEO
Signatures
/s/ William Gordon Stone III 06/04/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units ("RSUs") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan.
( 2 )One-third of the RSUs vest on the first anniversary of the grant date, which is June 1, 2020. The balance vest proportionately each month thereafter over the following two years from July 1, 2020, through the third anniversary of the grant date, which is June 1, 2022.
( 3 )Not applicable.
( 4 )Performance Stock Units ("PSUs") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan.
( 5 )This is a target only. Value of PSUs is tied to satisfaction of certain performance criteria (other than the price of Issuer's common stock) determined after the close of FY2022. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied. The actual number of shares ultimately deliverable ranges from -0- to 66,312 (subject to any subsequent stock splits and the like).
( 6 )See footnote 5.
( 7 )Employee stock options (right to buy)("Options") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan.
( 8 )One-third of the Options vest on the first anniversary of the grant date, which is June 1, 2020. The balance vest proportionately each month thereafter over the following two years from July 1, 2020, through the third anniversary of the grant date, which is June 1, 2022.

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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