SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STONE WILLIAM GORDON III (Last) (First) (Middle) 2811 CAHUENGA BOULEVARD WEST (Street) LOS ANGELES CA 90068 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Mandalay Digital Group, Inc. [ MNDL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, COO
	3. Date of Earliest Transaction (Month/Day/Year) 09/10/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	$5.89	09/10/2014		A		50,000		09/10/2014(1)	09/10/2024	Common Stock	50,000	$0	50,000(2)	D

Explanation of Responses:

1. Employee stock options (right to buy) ("Options") granted pursuant to Issuer's Amended and Restated 2011 Equity Incentive Plan at an exercise price equal to the closing price of the Company's common stock on September 10, 2014. The Options vest as follows: 12,500 Options will vest on the one-year anniversary of the grant date, 37,500 Options will vest on a monthly basis over the three years following the first anniversary of the grant date. The Options will be fully vested on September 10, 2018.

2. Reporting Person also holds 300,000 Options granted November 25, 2013, 200,000 Options granted July 8, 2014, and 288,333 shares of restricted common stock. The Company's board of directors modified the vesting schedule of the 200,000 Options granted to Reporting Person on July 8, 2014, so that 50,000 of such Options will vest on the one year anniversary of the grant date, and the remaining 150,000 Options will vest on a monthly basis over the three years following such first anniversary. All of Reporting Person's unvested Options will vest immediately upon a Change of Control of the Company as such term is defined in the employment agreement by and between the Company and Reporting Person entered into on September 9, 2014.

	/s/ William Gordon Stone III	09/15/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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