SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LEDECKY JONATHAN J (Last) (First) (Middle) 970 WEST BROADWAY, PMB 402 (Street) JACKSON WY 83002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol KITARA MEDIA CORP. [ KITM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/25/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/25/2014		A		1,884,091	A	(1)	14,460,641	I	Held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Common Stock Purchase Warrant	$0.825	04/25/2014		A		942,046		04/30/2014	04/29/2019	Common Stock	942,046	(1)	942,046	I	Held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls

Explanation of Responses:

1. Ironbound Partners Fund, LLC ("Ironbound"), an entity controlled by the Reporting Person, acquired the securities reported on in this Form 4 in a private placement from the Issuer. In the private placement, the Issuer sold shares of the Issuer's common stock at $0.55 per share and also issued the investors in the private placement warrants to purchase 50% of the total number of shares purchased by the investors in the offering. The Reporting Person purchased $1,036,249.85 worth of the Issuer's shares of common stock in the offering (or 1,884,091 shares) and as a result was issued warrants to purchase an aggregate of 942,046 shares of the Issuer's common stock. Ironbound paid the purchase price for such securities in part through the cancellation of an existing $1,000,000 promissory note issued on March 26, 2014 by the Issuer in favor of Ironbound and paid the balance in cash.

Remarks:

	/s/ Jonathan J. Ledecky	04/29/2014
	** Signature of Reporting Person	Date
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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