Akhavan Chris Form 4 GLU MOBILE / Chris Akhavan ownership change

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

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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^*

Akhavan Chris

(Last) (First) (Middle)

C/O GLU MOBILE INC.

500 HOWARD STREET, SUITE 300

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GLU MOBILE INC [ GLUU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Publishing

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016

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
Common Stock	02/16/2016		A		1,563	A	$0(1)	56,413	D
Common Stock	02/16/2016		F(2)		685	D	$3.38	55,728	D
Common Stock	02/16/2016		A		7,241	A	$0(3)	62,969	D
Common Stock	02/16/2016		F(2)		3,171	D	$3.38	59,798	D
Common Stock	02/16/2016		A		7,187	A	$0(4)	66,985	D
Common Stock	02/16/2016		F(2)		3,147	D	$3.38	63,838	D

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
Restricted Stock Units	(5)	02/16/2016		M(1)			1,563	(6)	(6)	Common Stock	1,563	$0	9,375	D
Restricted Stock Units	(5)	02/16/2016		M(3)			7,241	(7)	(7)	Common Stock	7,241	$0	50,687	D
Restricted Stock Units	(5)	02/16/2016		M(4)			7,187	(8)	(8)	Common Stock	7,187	$0	79,063	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs) granted to Mr. Akhavan on June 11, 2013.

2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by Mr. Akhavan and cancelled by Glu in exchange for Glu's agreement to pay federal and state tax withholding obligations of Mr. Akhavan resulting from the vesting of RSUs. Mr. Akhavan did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

3. Vesting of RSUs granted to Mr. Akhavan on October 8, 2013.

4. Vesting of RSUs granted to Mr. Akhavan on October 14, 2014

5. Each restricted stock unit represents a contingent right to receive one share of Glu Mobile Inc. common stock.

6. The restricted stock unit vested as to 25% of the total number of shares subject to the RSU on August 15, 2014 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was November 15, 2014, the next quarterly vesting date was scheduled for February 15, 2015, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day.

7. The restricted stock unit vested as to 25% of the total number of shares subject to the RSU on November 17, 2014 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was February 15, 2015, the next quarterly vesting date was May 15, 2015, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day.

8. The restricted stock unit vested as to 25% of the total number of shares subject to the RSU on November 16, 2015 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date was February 16, 2016, the next quarterly vesting date is May 15, 2016, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day.

	/s/ Chris Akhavan	02/18/2016
	** Signature of Reporting Person	Date
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