Sillerman Robert F X Form 4 Viggle / ROBERT F X SILLERMAN 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^*

SILLERMAN ROBERT F X

(Last)

(First)

(Middle)

C/O VIGGLE INC.

902 BROADWAY, 11TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Viggle Inc. [ VGGL ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								8,230,623	I	See footnote⁽¹⁾
Common Stock⁽¹²⁾	05/01/2015		M		31,018	A	⁽¹¹⁾	37,268	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽¹²⁾	⁽¹¹⁾	05/01/2015		M			31,018	⁽¹¹⁾	⁽¹¹⁾	Common Stock	31,018	⁽¹¹⁾	124,072⁽¹¹⁾	D
Warrants (right to buy)	$1.78							⁽²⁾	⁽²⁾	Common Stock	350,000		350,000⁽²⁾	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock	$4							⁽³⁾	⁽³⁾	Common Stock	2,500,000		10,000	I	See footnote⁽¹⁾
Warrants (right to buy)	$3.51							10/24/2014	10/24/2019	Common Stock	225,000		225,000⁽⁴⁾	I	See footnote⁽¹⁾
Warrants (right to buy)	$2.98							11/25/2014	11/25/2019	Common Stock	150,000		150,000⁽⁵⁾	I	See footnote⁽¹⁾
Warrants (right to buy)	$3.63							12/15/2014	12/15/2019	Common Stock	775,000		775,000⁽⁶⁾	I	See footnote⁽¹⁾
Warrants (right to buy)	$80							03/11/2013	03/11/2018	Common Stock	125,000		125,000⁽⁷⁾	D
Warrants (right to buy)	$55.2							09/16/2013	09/18/2018	Common Stock	62,500		62,500⁽⁸⁾	I	See footnote⁽⁸⁾
Warrants (right to buy)	$80							⁽⁹⁾	⁽⁹⁾	Common Stock	175,563		175,563⁽⁹⁾	I	See footnote⁽⁹⁾
Restricted Stock Unit	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,250		6,250⁽¹⁰⁾	D

Explanation of Responses:

1. Held by Sillerman Investment Company III LLC (?SIC III?), of which the Reporting Person is the manager and sole member.

2. Warrants to purchase 350,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.78 per share issued to SIC III in connection with SIC III?s purchase of 7,000 shares of Series C Convertible Preferred Stock. The warrants will expire five years after issuance.

3. SIC III purchased 10,000 shares of the Issuer?s Series C Convertible Preferred Stock at a price of $1,000 per share. Each share has a stated value of $1,000, and is convertible into common stock at a conversion price of $4 per share. Therefore, the 10,000 shares of Series C Convertible Preferred Stock are convertible into 2,500,000 shares of the Issuer?s common stock. Such shares are convertible upon issuance and for a period of five years thereafter.

4. Warrants previously acquired by SIC III, exercisable at $3.51 per share.

5. Warrants previously acquired by SIC III, exercisable at $2.98 per share.

6. Warrants previously acquired by SIC III, exercisable at $3.63 per share.

7. Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share.

8. Warrants previously acquired by Sillerman Investment Company II, LLC (?SIC II?), of which the Reporting Person is the manager and sole member, exercisable at $55.20 per share.

9. Warrants previously acquired by SIC II, of which the Reporting Person is the manager and sole member, exercisable at $80.00 per share.

10. Restricted stock units in respect of 6,250 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest on February 24, 2016. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock.

11. Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units vested as to 31,018 shares on May 1, 2015 and an additional 31,018 shares will vest on each of May 1, 2016, May 1, 2017, May 1, 2018 and May 1, 2019. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.

12. The grant and vesting of these units are exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.

	/s/ Robert F.X. Sillerman	05/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Sillerman Robert F X Inactive Form 4Viggle / ROBERT F X SILLERMAN ownership change