0001144204-14-013965.txt : 20140307 0001144204-14-013965.hdr.sgml : 20140307 20140307061009 ACCESSION NUMBER: 0001144204-14-013965 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140305 FILED AS OF DATE: 20140307 DATE AS OF CHANGE: 20140307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mandalay Digital Group, Inc. CENTRAL INDEX KEY: 0000317788 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 222267658 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 2811 CAHUENGA BOULEVARD WEST CITY: LOS ANGELES STATE: CA ZIP: 90068 BUSINESS PHONE: (323) 472-5461 MAIL ADDRESS: STREET 1: 2811 CAHUENGA BOULEVARD WEST CITY: LOS ANGELES STATE: CA ZIP: 90068 FORMER COMPANY: FORMER CONFORMED NAME: NeuMedia, Inc. DATE OF NAME CHANGE: 20100514 FORMER COMPANY: FORMER CONFORMED NAME: Mandalay Media, Inc. DATE OF NAME CHANGE: 20071109 FORMER COMPANY: FORMER CONFORMED NAME: Mediavest, Inc. DATE OF NAME CHANGE: 20050809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELLIN ROBERT S CENTRAL INDEX KEY: 0001071292 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35958 FILM NUMBER: 14675012 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinad Capital L.P. CENTRAL INDEX KEY: 0001289378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35958 FILM NUMBER: 14675013 BUSINESS ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinad Advisors II, LLC CENTRAL INDEX KEY: 0001384858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35958 FILM NUMBER: 14675014 BUSINESS ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinad Management, LLC CENTRAL INDEX KEY: 0001346061 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35958 FILM NUMBER: 14675015 BUSINESS ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: DE ZIP: 90010 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: DE ZIP: 90010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35958 FILM NUMBER: 14675016 BUSINESS ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BLVD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 4 1 v370895_4.xml OWNERSHIP DOCUMENT X0306 4 2014-03-05 0 0000317788 Mandalay Digital Group, Inc. MNDL 0001346370 Trinad Capital Master Fund Ltd. 4751 WILSHIRE BLVD 3RD FLOOR LOS ANGELES CA 90010 0 0 1 0 0001346061 Trinad Management, LLC 4751 WILSHIRE BLVD 3RD FLOOR LOS ANGELES DE 90010 0 0 1 0 0001384858 Trinad Advisors II, LLC 4751 WILSHIRE BLVD 3RD FLOOR LOS ANGELES CA 90010 0 0 1 0 0001289378 Trinad Capital L.P. 4751 WILSHIRE BLVD 3RD FLOOR LOS ANGELES CA 90010 0 0 1 0 0001071292 ELLIN ROBERT S 4751 WILSHIRE BLVD 3RD FLOOR LOS ANGELES CA 90010 0 0 1 0 Common Stock 2014-03-05 4 S 0 105016 4.2135 D 5316158 D Common Stock 2014-03-06 4 S 0 75000 4.2303 D 5241158 D The reported securities are owned directly by Trinad Capital Master Fund Ltd. (the "Fund"). Trinad Management, LLC ("Trinad LLC") is the investment adviser to the Fund and may be deemed to beneficially own the reported securities under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Trinad Capital L.P. (the "Feeder Fund") and its general partner, Trinad Advisors II, LLC ("Trinad GP"), may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Robert S. Ellin is the Managing Member of Trinad LLC and Trinad GP and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Trinad LLC, Trinad GP, the Feeder Fund and Mr. Ellin (collectively with the Fund, the "Reporting Persons") disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the securities. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.13 to $4.285, inclusive. The Reporting Persons undertake to provide to MNDL, any security holder of MNDL, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.16 to $4.31, inclusive. The number of shares of MNDL common stock beneficially owned by the Reporting Persons, as specified in Column 5 of Table I, consists of the reported securities plus the shares of MNDL common stock beneficially owned by the Reporting Persons or which the Reporting Persons have a right to acquire upon exercise of certain warrants or conversion of certain convertible securities held by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the issuer's common stock for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in any of the shares. /s/ Robert S. Ellin, Trinad Capital Master Fund Ltd. 2014-03-06 /s/ Robert S. Ellin, Trinad Management, LLC 2014-03-06 /s/ Robert S. Ellin, Trinad Advisors II, LLC 2014-03-06 /s/ Robert S. Ellin, Trinad Capital L.P. 2014-03-06 /s/ Robert S. Ellin 2014-03-06