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^*

GUBER PETER

(Last)

(First)

(Middle)

1300 GUADALUPE STREET

SUITE 302

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Digital Turbine, Inc. [ APPS ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	04/27/2015		X		666,667	A	$1.25	3,999,810	I	See footnote 2.
Common Stock	04/27/2015		S⁽¹⁾		214,432	D	$3.886	3,785,378⁽²⁾	I	See footnote 2.

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)
Common Stock Warrant (right to buy)	$1.25	04/27/2015		X			666,667	06/21/2010	06/21/2015	Common Stock	666,667	$0	0	I⁽³⁾	See footnote 3.
Common Stock Warrant (right to buy)	$3.5							04/12/2014	04/12/2018	Common Stock	35,714		35,714	I⁽³⁾	See footnote 3.
Employee stock options (right to buy)	$13.75							06/18/2008	06/18/2018	Common Stock	100,000		100,000	D

1. Name and Address of Reporting Person^*

GUBER PETER

(Last)

(First)

(Middle)

1300 GUADALUPE STREET

SUITE 302

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

GUBER FAMILY TRUST

(Last)

(First)

(Middle)

1300 GUADALUPE STREET

SUITE 302

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. In his capacity as a trustee of the Guber Family Trust (the "Trust"), Peter Guber exercised a warrant to purchase 666,667 shares of Issuer's common stock at a purchase price of $1.25 per share and paid the exercise price on a cashless basis. Issuer withheld 214,432 warrant shares to pay the exercise price and issued the remaining 452,235 shares to the Trust. Issuer also paid $2.41 to the Trust in lieu of a fractional share.

2. Beneficial ownership: 212,800 shares are held by Peter Guber and 3,572,678 shares are held by the Trust of which Mr. Guber is a trustee. Mr. Guber disclaims beneficial ownership of shares held by the Trust except to the extent of his pecuniary interest therein.

3. Warrants owned by the Trust.

	/s/ Peter Guber	04/28/2015
	/s/ Peter Guber, Trustee of the Guber Family Trust	04/28/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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