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^*

WANG CHARLES B

(Last)

(First)

(Middle)

NEULION, INC.

1600 OLD COUNTRY ROAD

(Street)

PLAINVIEW

11803

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEULION, INC. [ NLN ]

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)
09/25/2012

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	09/25/2012		A		2,334,500	A	$0.2047⁽¹⁾	5,889,044	D
Common Stock								128,020	I	By trust for benefit of grandchild⁽³⁾
Common Stock								128,020	I	By trust for benefit of grandchild⁽³⁾
Common Stock								27,820,650	I	By AvantaLion LLC⁽⁴⁾
Common Stock								39,216,934	I	By spouse⁽⁵⁾
Class 3 Preference Shares								6,313,875	I	By JK&B Capital V Special Opportunity Fund, L.P.⁽⁶⁾
Class 4 Preference Shares								4,035,356	I	By JK&B Capital V Special Opportunity Fund, L.P.⁽⁶⁾

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)
Warrant (right to buy)	$0.3	09/25/2012		A		1,167,250		01/26/2013	03/25/2013	Common Stock	1,167,250	$0.2047⁽¹⁾	1,167,250	D
Warrant (right to buy)	$0.3⁽²⁾	09/25/2012		A		1,332,750		01/26/2013	03/25/2013	Common Stock	1,332,750	$545,628⁽²⁾	2,500,000	D
Convertible Note	$0⁽²⁾	09/25/2012		A		2,665,500		01/26/2013	09/25/2013	Common Stock	2,665,500	$545,628⁽²⁾	2,665,500	D

Explanation of Responses:

1. The reported securities were sold as part of a unit for Cdn$0.20 per unit. Each unit consisted of one share of common stock and a warrant to purchase one-half of a share of common stock. For reporting purposes, the purchase price was converted to US dollars using the Bank of Canada noon rate on September 25, 2012 of 1.0235.

2. Mr. Wang loaned the Company $545,628, in return for a convertible note that accrues interest at 6% per annum and is convertible, upon shareholder approval, into 2,665,500 shares of common stock and warrants to purchase 1,332,750 shares of common stock exercisable at US$0.30. If shareholder approval is not received, all principal and interest is paid on the maturity date.

3. Mr. Wang is the trustee for the two trusts and his grandchildren are the beneficiaries of the trusts.

4. AvantaLion LLC is a Delaware limited liability company that is controlled by Mr. Wang.

5. Mr. Wang disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wang is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. JK&B Capital V Special Opportunity Fund, L.P. is a limited partnership that is not controlled by Mr. Wang. Mr. Wang has a pecuniary interest in 86% of such fund.

	/s/ Roy E. Reichbach, attorney-in-fact	09/27/2012
	** 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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