Digital Turbine, Inc. — Director's Dealing 2014

Jul 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mandalay Digital Group, Inc. (MNDL)
CIK: 0000317788
Period of Report: 2014-07-01

Reporting Person: GUBER PETER (Director, 10% Owner)
Reporting Person: GUBER FAMILY TRUST (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock	A	6000	—	Acquired	3291772	Indirect

Footnotes

F1: Grant of shares of restricted common stock (the "Shares") pursuant to Issuer's 2011 Equity Incentive Plan. Such Shares were issued as part of a modifiacation to Reporting Person's annual compensation as a director of Issuer. The shares vest in 4 equal quarterly increments on September 30, December 31, March 31, 2015, and June 30, 2015.

F2: Beneficial ownership: 200,000 shares are held by Reporting Person; 3,091,772 shares are held by the Guber Family Trust (the "Trust"). Reporting Person disclaims beneficial ownership of shares held by the Trust except to the extent of his pecuniary interest therein.