FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GUBER PETER
   2. Issuer Name and Ticker or Trading Symbol
Mandalay Digital Group, Inc. [MNDL.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4751 WILSHIRE BLVD, 3RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/20/2013
(Street)

LOS ANGELES, CA 90010		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 04/20/2013   P(1)   714,286 (1) A $ 500,000 (1) 714,286 (1) D  
Common Stock 04/20/2013   P(1)   714,286 (1) A $ 500,000 (1) 714,286 (1) I See Footnote (2)

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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 Underlying Securities
(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 of Derivative Security: 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
Warrant to Purchase Common Stock (Right to Buy) (4) $ 0.7 04/20/2013   A   178,571     (3)   (3) Common Stock 178,571 (3) 178,571 D  
Warrant to Purchase Common Stock (Right to Buy) (3)               (3)   (3) Common Stock 178,571   178,571 I See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GUBER PETER
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES, CA 90010		   X   X    
GUBER FAMILY TRUST
4751 WILSHIRE BLVD
3RD FLOOR
LOS ANGELES, CA 90010		     X    

Signatures

 /s/ Peter Guber   05/10/2013
**Signature of Reporting Person Date
 /s/ Peter Guber, Trustee of the Guber Family Trust   05/10/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 12, 2013, the Guber Family Trust (the "Guber Trust") acquired in the aggregate a total of 714,286 shares of common stock and warrants to purchase a total of 178,571 shares of Mandalay Digital Group, Inc. (the "Company") common stock (subject to adjustment), for a total purchase price of $500,000 in cash. The number of shares reported by the Reporting Person reflects pre-split amounts of common stock in conjunction with the 1-for-5 stock split, effective April 12, 2013.
(2) Represents shares owned indirectly by Mr. Guber, as trustee of the Guber Trust.
(3) In connection with the transaction described above in footnote (1), the Guber Trust received a warrant to purchase 178,571 shares of the Company's common stock ("Warrant"). The Warrant has an exercise price of $0.70 per share (subject to adjustment), a five year term, and may be exercised following the first anniversary of the date of issuance.
(4) Represents Warrants owned directly by the Guber Family Trust.
(5) Represents Warrants owned indirectly by Mr. Guber.
 
Remarks:
This is a joint filing by (i) the Guber Trust and (ii) Peter Guber, a United States citizen, who is the trustee of the GuberTrust. Mr. Guber has sole investment control over all securities owned by the Guber Trust. Mr. Guber disclaims beneficial ownership of the shares held directly by the Guber Trust except to the extent of his pecuniary interest therein.

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