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^*

BROWN KIRSTIE ELIZABETH

(Last)

(First)

(Middle)

2811 CAHUENGA BOULEVARD WEST

(Street)

LOS ANGELES

90068

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2014

3. Issuer Name and Ticker or Trading Symbol
Mandalay Digital Group, Inc. [ MNDL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head, Global Fin. Obligations

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	34,817	D

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)
Employee Stock Options (right to buy)	06/11/2014⁽¹⁾	06/11/2023	Common Stock	125,000	$4.5	D
Employee Stock Options (right to buy)	10/02/2014⁽²⁾	10/02/2023	Common Stock	62,500	$2.83	D
Employee Stock Options (right to buy)	07/02/2015⁽³⁾	07/02/2024	Common Stock	50,000	$4	D

Explanation of Responses:

1. Options granted on June 11, 2013, vest one-third on June 11, 2014, 2015 and 2016 and will be fully vested as of June 11, 2016.

2. Options granted on October 2, 2013, vest one-third on October 2, 2014, 2015 and 2016 and will be fully vested as of October 2, 2016.

3. Options granted on July 2, 2014, vest one-third on July 2, 2015, 2016 and 2017 and will be fully vested as of July 2, 2017.

Remarks:

Reporting Person is the principal accounting officer of Issuer.

	/s/ Kirstie E. Brown	09/30/2014
	** 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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