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* Trinad Capital Master Fund Ltd. (Last) (First) (Middle) 4751 WILSHIRE BOULEVARD, 3RD FLOOR (Street) LOS ANGELES CA 90010 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Mandalay Digital Group, Inc. [ MNDL.OB ]	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) 04/14/2013
	4. 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 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	04/20/2013		P(1)		714,286(1)	A	$500,000(1)	714,286(1)	D
Common Stock	04/20/2013		P(1)		714,286(1)	A	$500,000(1)	714,286(1)	I	See Footnote(2)

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
Warrant to Purchase Common Stock (Right to Buy)(4)	$0.7	04/20/2013		A		178,571		(3)	(3)	Common Stock	178,571	(3)	178,571	D
Warrant to Purchase Common Stock (Right to Buy)	(3)							(3)	(3)	Common Stock	178,571		178,571	I	See Footnote(5)

1. Name and Address of Reporting Person* Trinad Capital Master Fund Ltd. (Last) (First) (Middle) 4751 WILSHIRE BOULEVARD, 3RD FLOOR (Street) LOS ANGELES CA 90010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trinad Advisors II, LLC (Last) (First) (Middle) 4751 WILSHIRE BLVD., 3RD FLOOR (Street) LOS ANGELES CA 90010 (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* Trinad Capital L.P. (Last) (First) (Middle) 4751 WILSHIRE BLVD., 3RD FLOOR (Street) LOS ANGELES CA 90010 (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* Trinad Management, LLC (Last) (First) (Middle) 4751 WILSHIRE BLVD., 3RD FLOOR (Street) LOS ANGELES CA 90010 (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* ELLIN ROBERT S (Last) (First) (Middle) 4751 WILSHIRE BLVD., 3RD FLOOR (Street) LOS ANGELES CA 90010 (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. On April 12, 2013, the Trinad Capital Master Fund, a Cayman Island exempted company ("Trinad Master Fund") acquired in the aggregate a total of 714,286 shares of common stock and warrants to purchase a total of 178,571 shares of Mandalay Digital Group, Inc. (the "Company") common stock (subject to adjustment), for a total purchase price of $500,000 in cash. The number of shares reported by the Reporting Persons reflect pre-split amounts of common stock in conjunction with the 1-for-5 stock split, effective April 12, 2013.

2. Represents shares owned indirectly by Mr. Ellin, as the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors II LLC.

3. In connection with the transaction described above in footnote (1), Trinad Master Fund received a warrant to purchase 178,571 shares of the Company's common stock ("Warrant"). The Warrant has an exercise price of $0.70 per share (subject to adjustment), a five year term, and may be exercised following the first anniversary of the date of issuance.

4. Represents Warrants owned directly by Trinad Master Fund.

5. Represents warrants owned indirectly by Robert S. Ellin.

Remarks:

This is a joint filing by (i) Trinad Master Fund, (ii) Trinad Advisors II, LLC, a Delaware limited liability company, (iii) Trinad Capital L.P., a Delaware limited partnership, (iv) Trinad Management, LLC, a Delaware limited liability company and (v) Robert S. Ellin, a United States citizen. Trinad Capital Master Fund Ltd. owns the securities reported herein directly. These securities may be deemed to be beneficially owned by Trinad Capital L.P., the controlling stockholder of Trinad Capital Master Fund Ltd.; Trinad Management, LLC, the investment manager of Trinad Capital Master Fund Ltd. and Trinad Capital L.P.; Trinad Advisors II, LLC, the general partner of Trinad Capital L.P. Mr. Ellin is the managing director of and portfolio manager for Trinad Management, LLC and the managing director Trinad Advisors II, LLC. Mr. Ellin has shared investment control over all securities owned by the Trinad Master Fund and its affiliates. Mr. Ellin disclaims beneficial ownership of the shares held directly by the Trinad Master Fund, except to the extent of his pecuniary interest therein. Each of Trinad Advisors II, LLC, Trinad Capital L.P., and Trinad Management, LLC disclaim beneficial ownership of the shares held directly by Trinad Master Fund, except to the extent of their pecuniary interests therein.

	/s/ Robert S. Ellin, Trinad Capital Master Fund, Ltd.	05/21/2013
	/s/ Robert S. Ellin, Trinad Advisors II, LLC	05/21/2013
	/s/ Robert S. Ellin, Trinad Capital L.P.	05/21/2013
	/s/ Robert S. Ellin, Trinad Management, LLC	05/21/2013
	/s/ Robert S. Ellin	05/21/2013
	** Signature of Reporting Person	Date
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