X0306 4 2014-01-31 0 0000837852 YOU ON DEMAND HOLDINGS, INC. YOD 0001180421 MCMAHON SHANE 375 GREENWICH STREET NEW YORK NY 10013 1 1 1 0 Chairman-princ. exec. officer Series E Preferred Stock 2014-01-31 4 P 0 933333 A Common Stock 933333 933333 D Series A Preferred Stock 2014-01-31 4 S 0 7000000 D Common Stock 933333 0 D Shares of the Issuer's Series E Preferred Stock convert into shares of Common Stock on a one-to-one basis, subject to adjustment pursuant to that certain Certificate of Designation of Series E Convertible Preferred Stock, filed with the Secretary of State of Nevada on January 31, 2014. Each share of the Issuer's Series A Preferrred Stock is convertible into 10 shares of Common Stock (and thereafter adjusted to reflect the Issuer's February 9, 2012 1-for-75 reverse stock split, resulting in 2/15 shares of Common Stock per share of Series A Preferred Stock ). Shares of the Issuer's Series A Preferred Stock and the Issuer's Series E Preferred Stock are convertible into shares of Common Stock, at any time, at the option of the holder. The terms of an Exchange Agreement by and among Shane McMahon, the Issuer and C Media Limited ("C Media"), dated as of January 31, 2014, require C Media to exchange 933,333 shares of Series E Preferred Stock for 7,000,000 shares of Series A Preferred Stock held by Shane McMahon upon full consummation of the transactions described therein. /s/ Shane McMahon 2014-02-04