X0306 4/A 2013-08-02 2013-08-06 0 0001328670 CrowdGather, Inc. CRWG 0001574666 Lee Peter EVELYN TOWER, 14TH FL., FLAT E 38 CLOUDVIEW ROAD NORTH POINT K3 00000 HONG KONG 0 0 1 0 Common Stock 1003000 D Common Stock 194738 I Held in Reporting Person's personal holding company Series B Preferred Stock 2013-08-02 4 A 0 150000 0 A Common Stock 3000000 600000 D Common Stock Warrants (Right to Buy) 0.08 2013-08-02 4 A 0 1500000 0 A 2013-08-02 2018-08-02 Common Stock 1500000 1500000 D Common Stock Warrants (Right to Buy) 0.08 2013-07-16 2018-07-16 Common Stock 1500000 1500000 D Common Stock Warrants (Right to Buy) 0.08 2013-08-02 2018-04-08 Common Stock 3000000 3000000 D Common Stock Warrants (Right to Buy) (Common Stock) 0.95 2010-10-22 2013-10-22 Common Stock 266667 266677 I Held in Reporting Person's personal holding company The Series B Convertible Preferred Stock ("Series B Shares") are convertible in accordance with the Issuer's Certificate of Designation, which is included as exhibit 3.1 in the Issuer's Form 8-K filed on April 9, 2013. The Series B Shares are convertible at any time after the issuance of such shares at the holder's election and do not have an expiration date. The Series B Shares are convertible on a 20-for-1 basis into the number of shares of Common Stock as shown in column 7. The Common Stock Warrants are subject to vesting such that the Warrants vest upon the Reporting Person's purchase of an additional 300,000 Series B Shares on or before August 2, 2013. The Common Stock Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, upon not less than 61 days prior written notice to the Company. Pursuant to a Securities Purchase Agreement dated April 8, 2013, between the Reporting Person and the Issuer, the Reporting Person acquired 150,000 shares of Series B Preferred Stock and warrants to purchase an aggregate 1,500,000 shares of the Issuer's common stock at an exercise price of $0.08 per share in exchange for $150,000. This amendment is being filed to correct a typo in the original Form 4 of the number of derivative securities owned following reported transaction. /s/ Peter Lee 2013-10-15