DIGITAL TURBINE, INC.
1300 Guadalupe Street, Suite #302
Austin, TX 78701
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April 22, 2015
VIA EDGAR
Matthew Crispino Staff Attorney United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628
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| Re: | Digital Turbine, Inc. Registration Statement on Form S-3 Filed March 19, 2015 File No. 333-202862 |
Dear Mr. Crispino:
In accordance with Rule 461 under the Securities Act of 1933, as amended, Digital Turbine, Inc. (formerly, Mandalay Digital Group, Inc.), a Delaware corporation (the “Company”), respectfully requests that the effective date for the Company’s Registration Statement on Form S-3, as amended, originally filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2015 be accelerated so that it will be declared effective at 1:30 pm Eastern time, on Friday, April 24, 2015, or as soon thereafter as is practicable.
If you need anything further, please contact the undersigned at 646-584-4021, or Ben Orlanski or Katherine Blair of Manatt, Phelps & Phillips, LLP at 310-312-4000.
| Sincerely, | |
| Digital Turbine, Inc. | |
By: /s/ Andrew Schleimer Andrew Schleimer Chief Financial Officer |
| cc: | William Stone, CEO |
Ben D. Orlanski, Manatt, Phelps & Phillips, LLP
Katherine J. Blair, Manatt, Phelps & Phillips, LLP