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^*

Arrix Kevin

(Last)

(First)

(Middle)

C/O VIGGLE INC.

902 BROADWAY, 11TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Viggle Inc. [ VGGL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015

4. 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 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)
Restricted Stock Units	05/01/2015		M		31,080	A	⁽²⁾	141,539	D

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)
Restricted Stock Units⁽⁶⁾	⁽¹⁾	05/01/2015		M			31,080	⁽²⁾	⁽²⁾	Common Stock	31,080	⁽¹⁾	124,072	D
Restricted Stock Units⁽⁶⁾	⁽¹⁾							⁽³⁾	⁽³⁾	Common Stock	20,000⁽¹⁾		20,000	D
Restricted Stock Units⁽⁶⁾	⁽¹⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	50,000⁽¹⁾		50,000	D
Restricted Stock Units⁽⁶⁾	⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	312⁽¹⁾		312	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock.

2. Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units vested as to 31,018 shares on May 1, 2015 and an additional 31,018 shares will vest on each of May 1, 2016, May 1, 2017, May 1, 208 and May 1, 2019.

3. This restricted stock unit award was granted September 29, 2014 and vested as to 40,000 units on December 4, 2014,vested as to 20,000 units on March 5, 2015, and will vest as to 20,000 units on June 4, 2015.

4. This restricted stock unit award was granted on January 22, 2015. It vested as to 50,000 units on February 15, 2015 and will vest as to 50,000 units on May 15, 2015.

5. This restricted stock unit award was granted on December 31, 2011. It vested as to 521 units previously and will vest as to 208 units on December 31, 2015 and as to 104 units on December 31, 2016.

6. The grant and the vesting of these restricted stock units are exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 promulgated thereunder.

	/s/ Kevin Arrix	05/05/2015
	** 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 4 (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).
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