UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mandalay Digital Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
562562207
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(CUSIP Number)
09/30/2014
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No: 562562207
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1. NAMES OF REPORTING PERSONS
Verition Fund Management LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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5. SOLE VOTING POWER: 0
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 318,512
OWNED BY -------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 0
PERSON WITH: -------------------------------------------------------
8. SHARED DISPOSITIVE POWER: 318,512
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
318,512
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.85% based upon 37,483,804 shares outstanding as of August 12st, 2014
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
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CUSIP No: 562562207
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1. NAMES OF REPORTING PERSONS
Nicholas Maounis
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut, USA
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5. SOLE VOTING POWER: 0
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 318,512
OWNED BY -------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 0
PERSON WITH: -------------------------------------------------------
8. SHARED DISPOSITIVE POWER: 318,512
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
318,512
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.85% based upon 37,483,804 shares outstanding as of August 12st, 2014
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC, IN
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<page>
ITEM 1.
(a) Name of Issuer:
Mandalay Digital Group, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
2811 Cahuenga Boulevard West
Los Angeles, CA 90068
ITEM 2.
(a) Name of Person Filing:
This Statement is filed on behalf of each of the following
persons: Verition Fund Management LLC and Nicholas Maounis
(collectively, the "Reporting Persons"). This Statement
relates to Shares (as defined herein) held for the account
of Verition Multi-Strategy Master Fund Ltd. Verition Fund
Management LLC serves as the investment manager to Verition
Multi-Strategy Master Fund Ltd. In such capacity, Verition
Fund Management LLC may be deemed to have voting and
dispositive power over the shares held for Verition Multi-
Strategy Master Fund Ltd. Mr. Nicholas Maounis is currently
the managing member of Verition Fund Management LLC.
(b) Address of Principal Business Office or, if none, Residence:
One American Lane
Greenwich CT 06831
(c) Citizenship:
Nicholas Maounis: USA
Verition Fund Management LLC: Delaware USA
(d) Title of Class of Securities:
Common Stock (the "Shares")
(e) Cusip Number:
562562207
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
Verition Fund Management LLC:
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
Nicholas Maounis:
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
ITEM 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
At the time of the event which requires filing of this statement,
the aggregate number of Shares that the Reporting Persons may be
deemed to beneficially own equals 318,512 Shares held for the
accounts of Verition Multi-Strategy Master Fund Ltd.
(b) Percent of Class:
At the time of the event which requires filing of this statement,
the number of Shares of which the Reporting Persons may be deemed
to beneficially own constitutes approximately 0.85% of the total
number of Shares outstanding (based upon information provided by
the Issuer in its most recently filed quarterly report on Form
10-Q, there were 37,483,804 Shares outstanding as of Aug 12, 2014).
(c) Number of shares as to which such person has:
Verition Fund Management LLC and Nicholas Maounis:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
318,512
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
318,512
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See disclosure in Items 2 and 4 hereof. Verition Multi-Strategy
Master Fund Ltd. has the right to receive dividends from, and
proceeds from the sale of, the Shares covered by this statement
that may be deemed to be beneficially owned by the Reporting Persons.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 10/10/2014
Verition Fund Management LLC
By: Ted Hagan
Title: CFO
/s/ Ted Hagan
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Date: 10/10/2014
Nicholas Maounis
/s/ Nicholas Maounis
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<page>
EXHIBIT INDEX
Ex. Page No.
A. Joint Filing Agreement, dated October 10, 2014
by and among Reporting Persons...............................[ 7 ]
<page>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect
to the Common Stock of Mandalay Digital Group, Inc. dated as of October 10,
2014 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Date: 10/10/2014
Verition Fund Management LLC
By: Ted Hagan
Title: CFO
/s/ Ted Hagan
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Date: 10/10/2014
Nicholas Maounis
/s/ Nicholas Maounis
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