SEC FORM 3

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^*

Dufficy Kevin

(Last)

(First)

(Middle)

C/O ADEX MEDIA, INC.

883 NORTH SHORELINE BLVD., SUITE A200

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2009

3. Issuer Name and Ticker or Trading Symbol
ADEX MEDIA, INC. [ ADXM.OB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Mark. and Tech. Officer

5. 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 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	152,152	D⁽¹⁾
Common Stock	200,000	I	I⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options	08/29/2008	08/29/2018	Common Stock	175,000	$3.01	D⁽³⁾

Explanation of Responses:

1. The Reporting Person was issued these shares as part of the purchase price the Issuer paid in the acquisition of the assets of Bay Harbor Marketing, LLC, on August 29, 2008. The Reporting Person is the managing member of Bay Harbor Marketing, LLC.

2. The 200,000 shares of common stock were part of the purchase price paid by the Issuer in the acquisition of the assets of Bay Harbor Marketing, LLC. Of the 200,000 shares of common stock, 150,000 shares of common stock are held in escrow in the name of Bay Harbor Marketing, LLC. The remaining 50,000 shares of common stock were issued to Bay Harbor Marketing, LLC. Except for the shares held by the Reporting Person individually, the Reporting Person disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. 25% of this option vested on the first anniversary of the grant, August 29, 2009, and the remaining 75% shall vest monthly thereafter over 36 months.

	/s/ Kevin Dufficy	11/05/2009
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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