0001144204-17-004258.txt : 20170301 0001144204-17-004258.hdr.sgml : 20170301 20170127132602 ACCESSION NUMBER: 0001144204-17-004258 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Turbine, Inc. CENTRAL INDEX KEY: 0000317788 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 222267658 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 387-7717 MAIL ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: Mandalay Digital Group, Inc. DATE OF NAME CHANGE: 20120207 FORMER COMPANY: FORMER CONFORMED NAME: NeuMedia, Inc. DATE OF NAME CHANGE: 20100514 FORMER COMPANY: FORMER CONFORMED NAME: Mandalay Media, Inc. DATE OF NAME CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL TURBINE MEDIA, INC. CENTRAL INDEX KEY: 0001695171 IRS NUMBER: 262346340 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5123877717 MAIL ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL TURBINE (EMEA) LTD. CENTRAL INDEX KEY: 0001695172 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5123877717 MAIL ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL TURBINE ASIA PACIFIC PTY LTD. CENTRAL INDEX KEY: 0001695180 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5123877717 MAIL ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL TURBINE USA, INC. CENTRAL INDEX KEY: 0001695184 IRS NUMBER: 453982329 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5123877717 MAIL ADDRESS: STREET 1: 1300 GUADALUPE STREET STREET 2: SUITE 302 CITY: AUSTIN STATE: TX ZIP: 78701 CORRESP 1 filename1.htm

Digital Turbine, Inc.
1300 Guadalupe Street

Suite #302

Austin, Texas 78701

January 27, 2017

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:

Digital Turbine, Inc.

Registration Statement on Form S-1

File No. 333-214321

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Digital Turbine, Inc. (the “Company”) and each of the undersigned subsidiary guarantors (the “Guarantors”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective on Tuesday, January 31, 2017, at 10:00 a.m. (Washington D.C. time), or as soon thereafter as may be practicable.

The Company and each of the Guarantors acknowledges that:

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company or the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Company and the Guarantors may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company and the Guarantors confirm that they are aware of their responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

We request that we be notified of such effectiveness by a telephone call to Ben D. Orlanski of Manatt, Phelps & Phillips, LLP at 310-312-4126.

	Sincerely,

	DIGITAL TURBINE, INC.
	DIGITAL TURBINE USA, INC.
	DIGITAL TURBINE MEDIA, INC.
	DIGITAL TURBINE ASIA PACIFIC PTY LTD.
	DIGITAL TURBINE (EMEA) LTD.


	/s/ William Stone
	By: William Stone
	Title: Chief Executive Officer