Digital Turbine, Inc. — Director's Dealing 2016

May 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Digital Turbine, Inc. (APPS)
CIK: 0000317788
Period of Report: 2016-05-26

Reporting Person: STONE WILLIAM GORDON III (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-26	Employee Stock Options (right to buy)	$1.06	A	100000	Acquired	2026-05-26	Common Stock (100000)	Direct

Footnotes

F1: Employee stock options (right to buy)("Options") granted pursuant to Issuer's 2011 Amended and Restated Equity Incentive Plan.

F2: 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.

F3: 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.