SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Advanced Equities Financial Corp (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/17/2010	3. Issuer Name and Ticker or Trading Symbol MOTRICITY INC [ MOTR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,692,203(1)(2)	I(3)(8)	See Footnote(3)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(4)	12/28/2014	Common Stock	1,186,249(5)(6)(7)	$14.54	I(3)(5)(6)(7)(8)	See Footnotes(3)(5)(6)(7)(8)
Warrants	(4)	09/30/2014	Common Stock	16,666(9)	$14.54	I(3)(5)(6)(7)(8)	See Footnotes(3)(5)(6)(7)(8)

1. Name and Address of Reporting Person* Advanced Equities Financial Corp (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVANCED EQUITIES MOTRICITY COMMON INVESTMENT II, LLC (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVANCED EQUITIES MOTRICITY SERIES I INVESTMENTS I LLC (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEI Wireless, LLC (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEI Wireless II, LLC (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEI Wireless III, LLC (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advanced Equities Inc. (Last) (First) (Middle) 311 S. WACKER DR., STE. 1650 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes (a) 482,381 shares held by Advanced Equities Investments XXV, LLC; (b) 155,123 shares held by Advanced Equities Investments XXVI, LLC; (c) 105,889 shares held by Advanced Equities Investments XXXV, LLC; (d) 145,606 shares held by AEI Eastern Investments I, LLC; (e) 1,159,342 shares held by AEI Eastern Investments II, LLC; (f) 6,203 146,311 shares held by AEI Eastern Investments III, LLC; (g) 258,034 shares held by AEI Eastern Investments IV, LLC; (h) 58,628 shares held by AEI Trilogy Fund I, LLC; (i) 205,135 shares held by AEI 2006 Venture Investments I, LLC; (j) 393,868 shares held by AEI 2006 Venture Investments II, LLC; (k) 50,846 shares held by AEI 2006 Venture Investments III, LLC; (Continued in Footnote 2)

2. (l) 38,839 shares held by AEI 2006 Venture Investments IV, LLC; (m) 561,412 shares held by Advanced Equities Triangle Acquisitions I, LLC; (n) 1,461,167 shares held by Advanced Equities Triangle Acquisitions II, LLC; (o) 149,831 shares held by AEI 2007 Venture Investments III, LLC; (p) 194,001 shares held by AEI 2007 Venture Investments IV, LLC; (q) 137,542 995,849 shares held by AEI Silicon Valley Fund II, LLC; (r) 25,362 shares held by Advanced Equities Motricity Common Investments, I, LLC; (s) 435,239 shares held by Advanced Equities Motricity Common Investments II, LLC; (t) 62,570 shares held by Advanced Equities Motricity Series I Investment I, LLC; (u) 347,636 shares held by AEI Wireless, LLC; (v) 663,364 shares held by AEI Wireless II, LLC; (w) 139,878 shares held by AEI Wireless III, LLC; and (x) 455,892 shares held by RDKC Investments II, LLC.

3. Each Reporting Person disclaims beneifical ownership of these securities except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. The warrants are immediately exercisable.

5. Includes (a) 422,711 shares issuable upon exercise of warrants held by Advanced Equities, Inc.; 18,514 shares issuable upon exercise of warrants held by Advanced Equities Investments XXV, LLC; (b) 9,685 shares issuable upon exercise of a warrant held by Advanced Equities Investments XXVI, LLC; (c) 4,501 shares issuable upon exercise of a warrant held by Advanced Equities Investments XXXV, LLC; (d) 4,917 shares issuable upon exercise of a warrant held by AEI Eastern Investments I, LLC; (e) 48,285 shares issuable upon exercise of a warrant held by AEI Eastern Investments II, LLC; (f) 6,203 shares issuable upon exercise of a warrant held by AEI Eastern Investments III, LLC; (g) 12,292 shares issuable upon exercise of a warrant held by AEI Eastern Investments IV, LLC; (Continued in Footnote 6)

6. (h) 3,387 shares issuable upon exercise of a warrant held by AEI Trilogy Fund I, LLC; (i) 8,820 shares issuable upon exercise of warrants held by AEI 2006 Venture Investments I, LLC; (j) 18,168 shares issuable upon exercise of warrants held by AEI 2006 Venture Investments II, LLC; (k) 3,290 shares issuable upon exercise of a warrant held by AEI 2006 Venture Investments III, LLC; (l) 2,139 shares issuable upon exercise of a warrant and 38,839 shares held by AEI 2006 Venture Investments IV, LLC; (m) 112,282 shares issuable upon exercise of a warrant held by Advanced Equities Triangle Acquisitions I, LLC; (n) 292,233 shares issuable upon exercise of warrants held by Advanced Equities Triangle Acquisitions II, LLC; (o) 29,966 shares issuable upon exercise of warrants held by AEI 2007 Venture Investments III, LLC; (Continued in Footnote 7)

7. (p) 38,800 shares issuable upon exercise of warrants held by AEI 2007 Venture Investments IV, LLC; (q) 137,542 shares issuable upon exercise of a warrant held by AEI Silicon Valley Fund II, LLC; and (r) 12514 shares issuable upon exercise of warrants held by Advanced Equities Motricity Series I Investments I, LLC.

8. Keith Daubenspeck and Dwight Badger are the Managing Members of the LLCs listed, with the exception of RDKC Investments II, LLC of which they are members and they are the Chairman and CEO respectively of Advanced Equities Financial Corp., which is the holding company of Advanced Equities, Inc., and is under common control with each of the listed LLCs other than RDKC Investments II, LLC. Advanced Equities, Inc., has a pecuniary interest in all of the shares held by the LLCs other than RDKC Investments II, LLC.

9. Includes 16,666 shares issuable upon exercise of warrants held by Advanced Equities, Inc.

Remarks:

*** Mr. Badger is signing in his capacity as CEO of Advanced Equities Financial Corp., Sole Board Member of Advanced Equities, Inc., and Managing Member or CEO of the Managing Member of the other reporting entities. Form 3 of 3

	/s/ Dwight Badger	06/16/2010
	** Signature of Reporting Person	Date
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