FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
  BROWN KIRSTIE ELIZABETH
 2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2014		 3. Issuer Name and Ticker or Trading Symbol
Mandalay Digital Group, Inc. [MNDL]
(Last)
(First)
(Middle)
2811 CAHUENGA BOULEVARD WEST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head, Global Fin. Obligations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90068		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 34,817
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) 06/11/2014(1) 06/11/2023 Common Stock 125,000 $ 4.5 D  
Employee Stock Options (right to buy) 10/02/2014(2) 10/02/2023 Common Stock 62,500 $ 2.83 D  
Employee Stock Options (right to buy) 07/02/2015(3) 07/02/2024 Common Stock 50,000 $ 4 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN KIRSTIE ELIZABETH
2811 CAHUENGA BOULEVARD WEST
LOS ANGELES, CA 90068		       Head, Global Fin. Obligations  

Signatures

/s/ Kirstie E. Brown 09/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options granted on June 11, 2013, vest one-third on June 11, 2014, 2015 and 2016 and will be fully vested as of June 11, 2016.
(2) Options granted on October 2, 2013, vest one-third on October 2, 2014, 2015 and 2016 and will be fully vested as of October 2, 2016.
(3) Options granted on July 2, 2014, vest one-third on July 2, 2015, 2016 and 2017 and will be fully vested as of July 2, 2017.
 
Remarks:
Reporting Person is the principal accounting officer of Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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