UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

KIT digital, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

482470200

 (CUSIP Number)

James E. Dawson, Esq., Nutter, McClennen & Fish LLP

155 Seaport Blvd, Boston, MA 02210

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications)

April 16, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sec.Sec.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec.240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 3 amends and supplements, as set forth below, the information contained in Items 4, 6 and 7 of the Schedule 13D that was originally filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2012 as amended by Amendment No. 1 filed with the SEC on June 14, 2012 and further amended by Amendment No. 2 filed with the SEC on August 7, 2012 (the “Schedule 13D”). Except as amended by this Amendment No. 3, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 3. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 16, 2013, Capital Partners, along with certain other shareholders of the Issuer (collectively, the “Sponsoring Shareholders”), entered into a Plan Support Agreement (the “Support Agreement”) and a Plan Term Sheet (together with the Support Agreement, the “Support Documentation”) whereby the Sponsoring Shareholders have agreed to sponsor a reorganization of the Issuer under chapter 11 of the U.S. Bankruptcy Code. The reorganization is expected to be effected pursuant to a Plan of Reorganization (the “Plan”), which is anticipated to include, among other things, the acquisition of substantially all of the Issuer’s assets by, and a recapitalization of, the acquiring entity to be formed (“Newco”), all fully backstopped by the Sponsoring Shareholders and an opportunity for all existing shareholders to participate in the recapitalization.

Pursuant to the Support Documentation, the Sponsoring Shareholders, including Capital Partners, have agreed to purchase $25 million dollars (the “Purchase Price”) of Class B Common Stock of Newco pro rata based on their respective commitments to be issued pursuant to the Plan, which upon issuance will represent 89.29% of the total number of shares of Newco Class A Common Stock and Class B Common Stock outstanding. Upon the execution of the Support Agreement, the Sponsoring Shareholders have agreed to fund a portion of the Purchase Price in escrow, and have entered into a funding commitment letter (the “Commitment Letter”) providing for the Sponsoring Shareholders’ obligation to fund the total amount of the Purchase Price, subject to the terms and condition of the Commitment Letter.

Upon execution of the Support Agreement, the Sponsoring Shareholders, including Capital Partners, earned a commitment fee equal to 2% of the Purchase Price, payable upon the effective date of the Plan in either cash or Class A Common Stock, in the sole discretion of the Sponsoring Shareholders. The Plan will also provide the Sponsoring Shareholders with the right to appoint three directors to the Board of Directors of the Issuer, as well as one independent director to be selected by the Sponsoring Shareholders.

Capital Partners also agreed that either Capital Partners or its designee would provide the Company with a $3 million debtor-in-possession loan, secured by a junior priority lien on assets of the Company. The loan will include the payment of a $125,000 agent fee, bear interest at 13% per annum and have such other terms and conditions as are reasonably satisfactory to Capital Partners and the Company.

Finally, pursuant to the Support Agreement, Capital Partners has agreed to (i) use its commercially reasonable efforts to facilitate the solicitation, approval, confirmation and consummation of the restructuring of the Issuer, (ii) not object to, challenge, vote to reject or otherwise take any action or commence or participate, directly or indirectly, in any proceeding opposing any of the terms of the restructuring of the Issuer and (iii) not sell, transfer hypothecate or otherwise dispose of, directly or indirectly, all or any of its shares of Common Stock or claims, unless the transferee agrees in writing, by executing a joinder in a reasonable form requested by the Issuer and the other Sponsoring Shareholders, to assume the Support Agreement and assume the obligations of Capital Partners under the Support Agreement and deliver such joinder to the Issuer and remaining Sponsoring Shareholders at least one day prior to the proposed transfer.

The foregoing descriptions of the Support Agreement and the Commitment Letter are qualified in their entirety by reference to the full text of the documents, copies of which are filed as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Except as set forth above, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated as follows:

The responses to Item 4 are incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

CUSIP No. 482470200

SCHEDULE 13D/A

Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct

Dated: April 18, 2013

Exhibit 99.2

FUNDING COMMITMENT LETTER

April 16, 2013

KIT Digital, Inc.

26 West 17^th Street, 2^nd Floor

New York, New York 10011

Attn: Fabrice Hamaide

Ladies and Gentlemen:

Reference is made to that certain Plan Term Sheet (the “Term Sheet”), dated as of the date hereof, by and among JEC Capital Partners, LLC (“JEC”), Stichting Bewaarder Ratio Capital Partners (“Ratio”), and Prescott Group Capital Management, L.L.C. (“Prescott”; and together with JEC and Ratio, the “Funders” and each a “Funder”), on the one hand, and KIT digital, Inc., a Delaware corporation (the, “Company”) on the other hand. Capitalized terms used but not defined herein shall have the meanings set forth in the Term Sheet.

This letter agreement (this “Letter”) will confirm and set forth the terms of the commitments of each of the Funders to, severally and not jointly, subscribe for and purchase from the Company for an aggregate purchase price of $25,000,000 (the “Purchase Price”) in the respective portions set forth in Exhibit A to this Letter, shares of Class B Common Stock representing 89.29% of the total outstanding shares of Common Stock ( the “Purchased Shares”). The proceeds from the Purchase Price will be used to satisfy the funding of any cash obligations under the Plan.

Each Funder is obligated to fund the Purchase Price upon satisfaction of the Closing Conditions detailed in the Term Sheet and the Plan Support Agreement. The conditions set forth in the preceding sentence are the only conditions to each Funder’s obligation to fund its respective portion of the Purchase Price. Subject to the satisfaction of the foregoing conditions, each of the Funders hereby agrees that its obligation to fund the Purchase Price is an irrevocable obligation.

Each Funder hereby represents, severally and not jointly, that it has, and on completion of the transactions contemplated by the Term Sheet and the Plan Support Agreement will have, available funds and/or investor commitments for undrawn funds sufficient to fund their respective commitments made hereby, subject to the terms and conditions hereof.

Notwithstanding any other term or condition of this Letter that may be expressed or implied herein, the liability of each Funder hereunder or for breach of this Letter is several and not joint. Except as set forth in the paragraph immediately following this paragraph, the parties hereto expressly agree and acknowledge there is no express or implied intention to benefit any person not a party to this Letter and nothing contained in this Letter is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, in any person other than the Company and no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any current or future director, officer, employee, general or limited partner, member, manager, agent or affiliate of any Funder or against any current or future director, officer, employee, general or limited partner, member, manager, agent, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, legislation or other applicable law or otherwise.

The Company agrees that neither this Letter nor its substance will be disclosed publicly or privately except (i) with written permission of the Funders and (ii) to the Company’s directors, employees, advisors and representatives to the extent needed to facilitate evaluation of and negotiations with respect to the transactions contemplated by the Term Sheet and the Plan Support Agreement; provided that such parties agree to use such information solely for such purpose and to keep such information confidential as provided herein or (iii) in furtherance of enforcing the Company’s rights under the Plan Support Agreement or under this Letter.

This commitment will be effective upon the Funder’s acceptance of the terms and conditions of this Letter and will expire on the earliest (the “Termination Date”) to occur of (i) the Effective Date, (ii) three (3) business days after termination of the Term Sheet or Plan Support Agreement, unless, within such three (3) business days, the Company claims, in writing, that a Funder has materially breached the Plan Support Agreement, and (iii) if a claim described in clause (ii) has been timely made, the date that such claim has been finally adjudicated and denied.

KITD Acquisition LLC

April 16, 2013

Page 2

This Letter shall be governed by, interpreted under and construed in accordance with, the laws of the State of New York regardless of the laws of any other jurisdiction that might otherwise govern under applicable principles of conflicts of law thereof. Each party to this Letter hereby irrevocably and unconditionally agrees that any action, suit or proceeding, at law or equity, arising out of or relating to this Letter or any agreements or transactions contemplated hereby shall only be brought in the Bankruptcy Court while a case is pending therein against the Company and otherwise in any state or federal court located in New York County, New York, and hereby irrevocably and unconditionally expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and hereby irrevocably and unconditionally waives (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such action, suit or proceeding. Each party hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this paragraph.

This Letter may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

This Letter, together with the Plan Support Agreement and other agreements executed in connection with the Plan Support Agreement, sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings with respect thereto.

The terms and conditions of this Letter may be amended or modified only in writing signed by all parties hereto; provided, that this Letter cannot be withdrawn, rescinded or revoked, and the parties hereto cannot be changed prior to the Termination Date and it cannot otherwise be altered, amended or modified in a manner adverse to the Company or the Funders, or would delay the Effective Date of the Plan, in each case without the prior written consent of the Company, nor may this Letter be assigned (whether by operation of law, merger, consolidation or otherwise) by the Company or a Funder without the prior written consent of the Company.

[Signature page follows]

KITD Acquisition LLC

April 16, 2013

Page 3

Accepted as of the date

first above written: