X0306 4 2013-07-17 0 0000837852 YOU ON DEMAND HOLDINGS, INC. YOD 0001180421 MCMAHON SHANE 1241 EAST MAIN STREET STAMFORD CT 06902 1 1 1 0 Chairman (prin. exec. officer) Stock Option (Right to Buy) 2.00 2013-07-17 4 P 0 166666 2.06 A Common Stock 166666 739999 D Options vest monthly over a 4 year period from the date of grant and expire 10 years from the date of grant. 133,333 of these options will become fully vested on August 1, 2014 and expire on December 3, 2020. 33,333 of these options will become fully vested on December 1, 2015 and expire on January 11, 2022. As of the date of this filing, there are 110,416 of such options currently vested The existing 573,333 options owned by Mr. McMahon also vest over a 4 year period. 533,333 of the options will become fully vested on August 1, 2014 and expire on December 3, 2020. 40,000 of these options will become fully vested on December 1, 2015 and expire on January 11, 2022. As of the date of this filing, there are 404,721 of such options currently vested. /s/ Shane McMahon 2013-07-19