SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Digital Turbine, Inc.

(formerly Mandalay Digital Group, Inc.)

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

25400W102

(CUSIP Number)
 

December 31, 2014

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*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. 25400W10213G/APage 2 of 11

 

 

1

NAME OF REPORTING PERSON

Adage Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.91%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 25400W10213G/APage 3 of 11

 

 

1

NAME OF REPORTING PERSON

Adage Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.91%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 25400W10213G/APage 4 of 11

 

1

NAME OF REPORTING PERSON

Adage Capital Advisors, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.91%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 25400W10213G/APage 5 of 11

 

1

NAME OF REPORTING PERSON

Robert Atchinson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.91%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 25400W10213G/APage 6 of 11

 

1

NAME OF REPORTING PERSON

Phillip Gross

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.91%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 25400W10213G/APage 7 of 11

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is Digital Turbine, Inc. (formerly Mandalay Digital Group, Inc.) (the “Company”).
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Company’s principal executive offices are located at 4751 Wilshire Boulevard, Third Floor, Los Angeles, CA 90010.
   

 

Item 2(a). NAME OF PERSON FILING
  This statement is filed by:
   
  (i)

Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the shares of Common Stock directly owned by it;

   
  (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Common Stock directly owned by ACP;
   
  (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP;
   
  (iv) Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP; and
   
  (v) Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.
   

 

Item 2(c). CITIZENSHIP
  ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.
   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.0001 per share (the "Common Stock").
 
CUSIP No. 25400W10213G/APage 8 of 11

 

Item 2(e). CUSIP NUMBER
  25400W102
   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: Not applicable.

   

 

Item 4. OWNERSHIP  
     
  A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
      (a) Amount beneficially owned:  2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)
      (b) Percent of class: 8.91%.  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon the 37,797,221 shares of Common Stock issued and outstanding as of November 12, 2014 as reflected in the Company's Quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 filed by the Company on November14, 2014, and assumes the exercise of the reported Warrants.
      (c) (i) Sole power to vote or direct the vote:  0
             

 

        (ii) Shared power to vote or direct the vote: 2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)
 
CUSIP No. 25400W10213G/APage 9 of 11
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition of:  2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)

 

ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

 

  B. Robert Atchinson and Phillip Gross
      (a) Amount beneficially owned: 2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)
      (b) Percent of class:  8.91%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition:  2,913,891 (including 500,000 shares of Common Stock issuable upon exercise of Warrants)
Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own any shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.  
             

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  Not applicable.
   

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.
   

 

 
CUSIP No. 25400W10213G/APage 10 of 11

 

 

Item 10. CERTIFICATION  
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are 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.

 

 

 
CUSIP No. 25400W10213G/APage 11 of 11

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 17, 2015

 

   
   
ADAGE CAPITAL PARTNERS, L.P.  
By:  Adage Capital Partners GP, L.L.C.,  
its general partner  
   
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL PARTNERS GP, L.L.C.  
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL ADVISORS, L.L.C.  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ROBERT ATCHINSON  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
PHILLIP GROSS  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually