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Filing Details

Accession Number:: 0001144204-14-007499
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-11 13:06:32
Reporting Period:: 2014-02-07

Filing Date:: 2014-02-11
Accepted Time:: 2014-02-11 13:06:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
317788	Mandalay Digital Group Inc.	MNDL	Patent Owners & Lessors (6794)	222267658

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1071292	S Robert Ellin	4751 Wilshire Blvd., 3Rd Floor Los Angeles CA 90010	No	No	Yes	No
1289378	L.p. Capital Trinad	4751 Wilshire Blvd., 3Rd Floor Los Angeles CA 90010	No	No	Yes	No
1346061	Trinad Management, Llc	4751 Wilshire Blvd., 3Rd Floor Los Angeles CA 90010	No	No	Yes	No
1346370	Ltd. Fund Master Capital Trinad	4751 Wilshire Boulevard, 3Rd Floor Los Angeles CA 90010	No	No	Yes	No
1384858	Trinad Advisors Ii, Llc	4751 Wilshire Blvd., 3Rd Floor Los Angeles CA 90010	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-02-07	1,000,000	$1.25	6,476,267	No	4	X	Direct
Common Stock	Disposition	2014-02-07	307,126	$4.07	6,169,141	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrant (right to buy)	Disposition	2014-02-07	1,000,000	$0.00	1,000,000	$1.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2010-06-21	2015-06-21	No	4	X	Direct

Footnotes

The reported securities are owned directly by Trinad Capital Master Fund Ltd. (the "Fund"). Trinad Management, LLC ("Trinad LLC") is the investment adviser to the Fund and may be deemed to beneficially own the reported securities under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Trinad Capital L.P. (the "Feeder Fund") and its general partner, Trinad Advisors II, LLC ("Trinad GP"), may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Robert S. Ellin is the Managing Member of Trinad LLC and Trinad GP and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Trinad LLC, Trinad GP, the Feeder Fund and Mr. Ellin (collectively with the Fund, the "Reporting Persons") disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the securities.
On February 7, 2014, the Fund exercised a warrant to purchase 1,000,000 shares of MNDL common stock at $1.25 per share. The Fund paid the exercise price on a cashless basis, resulting in MNDL withholding of 307,125 of the warrant shares to pay the exercise price and issuing to the Fund the remaining 692,874 shares.
The number of shares of MNDL common stock beneficially owned by the Reporting Persons, as specified in Column 5 of Table I, consists of the reported securities plus the shares of MNDL common stock beneficially owned by the Reporting Persons or which the Reporting Persons have a right to acquire upon exercise of certain warrants held by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the issuer's common stock for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in any of the shares.