Sec Form 3 Filing - Sun Seven Stars Hong Kong Cultural Development Ltd @ YOU ON DEMAND HOLDINGS, INC. - 2015-12-31

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

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1. Name and Address of Reporting Person Sun Seven Stars Hong Kong Cultural Development Ltd 2. Issuer Name and Ticker or Trading Symbol YOU ON DEMAND HOLDINGS, INC. [ YOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6TH FLOOR, WING ON CENTRE,, 111 CONNAUGHT ROAD CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (Street) HONG KONG, K3 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 ( 1 ) 4,545,454 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 Warrant ( 1 ) $ 2.75 ( 2 ) 12/21/2017 Common Stock 1,818,182 D Convertible Promissory Note ( 1 ) ( 3 ) ( 3 ) 05/21/2016 Common Stock 9,208,860 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sun Seven Stars Hong Kong Cultural Development Ltd 6TH FLOOR, WING ON CENTRE, 111 CONNAUGHT ROAD CENTRAL HONG KONG, K3 X Tianjin Sun Seven Stars Culture Development Ltd EASTERN FANGZHENG ROAD SOUTHERN DONGYING VILLAGE HANCUNHE TOWN F4, F4102423 X Shanghai Sun Seven Stars Cultural Development Ltd EASTERN FANGZHENG ROAD SOUTHERN DONGYING VILLAGE HANCUNHE TOWN F4, F4102423 X Signatures /s/ William Haddad, Attorney-in-Fact for SSSHKCD 02/26/2016 Signature of Reporting Person Date /s/ William Haddad, Attorney-in-Fact for TSSSCD 02/26/2016 Signature of Reporting Person Date /s/ William Haddad, Attorney-in-Fact for SSSSCD 02/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock, warrant to purchase shares of common stock and convertible promissory note are held directly by Sun Seven Stars Hong Kong Cultural Development Limited ("SSSHKCD"), and were assigned to SSSHKCD from its indirect parent Beijing Sun Seven Stars Culture Development Limited ("SSS"). SSS still beneficially owns the shares and other securities reported on its Form 3 filed on December 31, 2015 and amended on February 25, 2016. Shanghai Sun Seven Stars Cultural Development Limited ("SSSSCD") is the sole shareholder of SSSHKCD, Tianjin Sun Seven Stars Culture Development Limited ("TSSSCD") is the sole shareholder of SSSSCD and SSS is the sole shareholder of TSSSCD. Each of TSSSCD and SSSSCD shares voting and dispositive power over the securities held by SSSHKCD; however, each of TSSSCD and SSSSCD disclaims beneficial ownership of the securities held by SSSHKCD except to the extent of each such entity's pecuniary interests therein. ( 2 )The warrant is exercisable at any time, provided that absent receipt of shareholder approval, the warrant may not be exercised to the extent that such exercise would result in the holder beneficially owning more than 19.99% of the issuer's outstanding common stock. ( 3 )The convertible promissory note has a stated principal amount of $17.7 million and bears interest at the rate of 0.56% per annum, and will automatically convert into 9,208,860 shares of common stock upon receipt of shareholder approval of conversion. Until shareholder approval is received, the convertible promissory note may not be converted to the extent that such conversion would result in the holder beneficially owning more than 19.99% of the issuer's outstanding common stock.

Remarks: Exhibit 24.1 - Power of Attorney (filed herewith) Exhibit 24.2 - Power of Attorney (filed herewith) Exhibit 24.3 - Power of Attorney (filed herewith)

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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