SEC FORM 4

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

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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^*

Ludwig Eric R

(Last)

(First)

(Middle)

GLU MOBILE INC.

500 HOWARD STREET, SUITE 300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLU MOBILE INC [ GLUU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2013		M⁽¹⁾		40,000	A	$0.78	107,638	D
Common Stock	10/25/2013		M⁽¹⁾		22,000	A	$0.89	129,638	D
Common Stock	10/25/2013		S⁽¹⁾		62,000	D	$3.5242⁽²⁾	67,638⁽³⁾	D
Common Stock								15,064	I	Trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.78	10/25/2013		M			40,000	⁽⁵⁾	05/21/2015	Common Stock	40,000	$0.00	0	D
Stock Option (right to buy)	$0.89	10/25/2013		M			22,000	⁽⁶⁾	10/31/2014	Common Stock	22,000	$0.00	23,000	D

Explanation of Responses:

1. The stock option exercises and the sales of the underlying option shares were effected pursuant to a trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 that Mr. Ludwig entered into on June 7, 2013.

2. Represents a weighted average price, as this transaction was executed in multiple trades at prices ranging from $3.50 to $3.59. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

3. Includes 10,638 shares that Mr. Ludwig purchased on August 22, 2013 pursuant to Glu's 2007 Employee Stock Purchase Plan, which purchase was exempt from reporting under Rule 16b-3(c) promulgated under the Exchange Act

4. These shares are held by the Ludwig McKillop Trust, of which the reporting person and his wife, Mary Elizabeth McKillop, are the co-trustees

5. The option vested and became exercisable over four years, with 25% of the underlying shares having vested and become exercisable on May 21, 2010, the first anniversary of the grant date, with the remaining underlying shares having vested and become exercisable in equal monthly installments over the following three years such that the option fully vested on May 21, 2013.

6. The option vested and became exercisable over four years, with 25% of the underlying shares having vested and become exercisable on October 31, 2009, the first anniversary of the grant date, with the remaining underlying shares having vested and become exercisable in equal monthly installments over the following three years such that the option fully vested on October 31, 2012.

Remarks:

	/s/ Eric R. Ludwig	10/29/2013
	** 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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