Unassociated Document

NeuMedia, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

562565101

(CUSIP Number)

Guber Family Trust

c/o Peter Guber

4751 Wilshire Boulevard, 3rd Floor

Los Angeles, California 90010

(323) 549 - 4300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 1, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.1 3d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

* 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 disclosures provided in a prior cover page.

The information required on 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).





	Names of Reporting Persons
1	The Guber Family Trust
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) o
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
	Citizenship or Place of Organization
6	California

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	15,914,123 (1)
12	Check if the Aggregate Amount in Row (11) Excludes	o
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	29.5%
14	Type of Reporting Person (see instructions)
	OO

(1) Includes: (a) 5,633,225 issued and outstanding shares of common stock, (b) 280,899 shares of common stock issuable upon exercise of warrants at an exercise price of $2.67 per share, (c) 6,666,666 shares of common stock issuable upon conversion of a convertible note issued by NeuMedia, Inc. (the “Company”) with an aggregate principal amount of $1,000,000, and (d) 3,333,333 shares of common stock issuable upon exercise of warrants at an exercise price of $0.25 per share.



	Names of Reporting Persons
1	Peter Guber, as Trustee of the Guber Family Trust
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) o
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
	Citizenship or Place of Organization
6	United States

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	17,414,123 (1)(2)
12	Check if the Aggregate Amount in Row (11) Excludes	o
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	32.0%
14	Type of Reporting Person (see instructions)
	IN

(2) Includes: (a) 5,633,225 issued and outstanding shares of common stock, (b) 280,899 shares of common stock issuable upon exercise of warrants at an exercise price of $2.67 per share, (c) 6,666,666 shares of common stock issuable upon conversion of a convertible note issued by the Company with an aggregate principal amount of $1,000,000, and (d) 3,333,333 shares of common stock issuable upon exercise of warrants at an exercise price of $0.25 per share.

This Statement on Schedule 13D constitutes Amendment No. 3 (“Amendment”) to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 7, 2007 (the “ Schedule 13D ”), as amended by Amendment No. 1 to the Schedule 13D filed on November 19, 2008 and Amendment No. 2 to the Schedule 13D filed on August 12, 2010 . Except as otherwise described in this Amendment, the information contained in the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto), remains in effect.

The class of equity securities to which this statement relates is the common stock, $0.0001 par value per share, (the “Common Stock”) of NeuMedia, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 4751 Wilshire Boulevard, Third Floor, Los Angeles, CA 90010.

(a) This Amendment is being filed jointly by (i) the Guber Family Trust (the “Trust”) and (ii) Peter Guber, as Trustee of the Guber Family Trust (together, the “ Reporting Persons ”). The Trust is a trust that has been established by Peter Guber. Peter Guber is the trustee and makes all of the investment and voting decisions for the Trust.

(c) Peter Guber is an executive, entrepreneur, educator, speaker and TV personality. He is Founder and CEO of Mandalay Entertainment Group and was formerly Chairman and CEO of Sony Pictures Entertainment, Chairman and CEO of Polygram Entertainment, Co-Founder of Casablanca Record & Filmworks and President of Columbia Pictures. He is a full professor at UCLA, an author of three books and a professional speaker. He can be seen weekly as an analyst for Fox Business News and as co-host of his 3rd TV show, In the House, on Encore. The address of Mandalay Entertainment Group is 4751 Wilshire Blvd., 3rd Floor, Los Angeles, CA 90010.

(e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Although this Amendment is being made jointly by the Reporting Persons, each of them expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the (“ Exchange Act ”), or otherwise.

This Amendment is being filed to report the acquisition of 1,000,000 shares of restricted Common Stock (the “Shares”) of the Issuer by Peter Guber pursuant to the terms of a restricted stock agreement. The Shares were issued in consideration of Mr. Guber’s past and future services to the Issuer as director without the payment of any cash consideration.

The Reporting Persons intend to continuously assess the Issuer’s business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire additional securities of the Issuer or may determine to sell or otherwise dispose of all or some of its holdings of the Issuer’s securities.

The Reporting Persons may also engage in and may plan for their engagement any of the items discussed in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D. However, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, nominating or recommending additional candidates to serve as members of the Board of Directors of the Issuer, having discussions with other stockholders and potential nominees to the Board of Directors of the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.

(a) As of the date hereof, the Trust is the beneficial owner of 15,914,123 shares of the Common Stock, representing approximately 29.5% of the Common Stock of the Issuer. These shares of Common Stock include: (a) 5,633,225 issued and outstanding shares of Common Stock, (b) 280,899 shares of Common Stock issuable upon exercise of warrants at an exercise price of $2.67 per share, (c) 6,666,666 shares of Common Stock issuable upon conversion of a convertible note issued by the Issuer with an aggregate principal amount of $1,000,000, and (d) 3,333,333 shares of Common Stock issuable upon exercise of warrants at an exercise price of $0.25 per share.

Peter Guber disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by the Trust, except to the extent of his pecuniary interest therein. Mr. Guber directly owns options to purchase 500,000 shares of Common Stock of the Issuer, which options are fully vested, and 1,000,000 shares of restricted Common Stock of the Issuer, which shares vest in full on December 1, 2012 or upon the earlier occurrence of a change of control of the Company, and may not be transferred for one year (or, upon the satisfaction of certain conditions, 18 months) following the vesting date.

The percentages herein were calculated based on the 41,670,746 shares of the Issuer's Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2011 in the Issuer’s latest 10-Q for the fiscal quarter ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011, the 2,000,000 shares of the Issuer’s restricted Common Stock reported by the Issuer as having been issued on December 1, 2011 in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2011 and otherwise in accordance with paragraphs (c) and (d) of Rule 13d-3 under the Exchange Act.

(b) Peter Guber, as trustee of the Trust, has the sole power to vote or to direct the vote and dispose or to direct the disposition of 15,914,123 shares of Common Stock of the Issuer held by the Trust. Mr. Guber shall have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 500,000 shares of Common Stock underlying the options granted to Mr. Guber on June 18, 2008 at an exercise price of $2.75 per share, upon their exercise and the 1,000,000 shares of restricted Common Stock issued to Mr. Guber on December 1, 2011.

Except as described herein or in Amendment No. 1 or Amendment No. 2 to the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

		Sole Voting Power
Number of	7	1,500,000 (1)
Shares		Shared Voting Power
Beneficially by	8	15,914,123 (2)
Owned by Each		Sole Dispositive Power
Reporting	9	1,500,000 (1)
Person With		Shared Dispositive Power
	10	15,914,123 (2)