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* LEDECKY JONATHAN J (Last) (First) (Middle) 970 WEST BROADWAY, PMB 402 (Street) JACKSON WY 83002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2015	3. Issuer Name and Ticker or Trading Symbol Kitara Holdco Corp. [ PROM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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(1)	14,460,641	I	Held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)(2)	05/08/2014	05/07/2019	Common Stock	750,000	$0.6	I	Held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls
Common Stock Purchase Warrants(3)	04/30/2014	04/29/2019	Common Stock	942,046	$0.825	I	Held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls

Explanation of Responses:

1. On October 10, 2014, Kitara Holdco Corp. (the "Issuer"), Kitara Media Corp. ("Kitara") and Kitara Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of the Issuer, entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on January 26, 2015 (the "Closing Date") Merger Sub merged with and into Kitara, with Kitara surviving the merger as a wholly-owned subsidiary of the Issuer. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, Mr. Ledecky acquired 14,460,641 shares of common stock of the Issuer (the "Common Stock") in exchange for the same number of shares he previously beneficially held in Kitara.

2. The Stock Options were assumed by Holdco in the Merger.

3. The Common Stock Purchase Warrants were assumed by Holdco in the Merger.

Remarks:

	/s/ Jonathan J Ledecky	02/02/2015
	** Signature of Reporting Person	Date
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