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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gillis Matthew
2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2022
3. Issuer Name and Ticker or Trading Symbol
Digital Turbine, Inc. [APPS]
(Last)
(First)
(Middle)
110 SAN ANTONIO, SUITE 160
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78701
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 48,695 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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) (3) 01/05/2023(4) 01/05/2032 Common Stock 7,662 $ 55.71 D  
Employee Stock Options (right to buy) (3) 05/27/2023(5) 05/27/2032 Common Stock 18,150 $ 29.33 D  
Performance Stock Units (6) 05/27/2025   (7) Common Stock 11,253 (8) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gillis Matthew
110 SAN ANTONIO
SUITE 160
AUSTIN, TX 78701
      President  

Signatures

/s/ Matthew Gillis 08/04/2022
**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) Restricted Stock Units ("RSUs") granted pursuant to Issuer's 2020 Equity Incentive Plan.
(2) Amount consists of two RSU grants: (1) On 1/5/22 22,438 RSUs were granted, which RSUs vest over three years, with one-third vesting on the first anniversary of the grant date, and the balance vesting proportionately each month over the remaining two years; and (2) On 5/27/22 26,257 RSUs were granted, which RSUs vest over four years, with one-fourth vesting on the first anniversary of the grant date, and the balance vesting proportionately each quarter over the remaining three years.
(3) Employee stock options (right to buy)("Options") granted pursuant to Issuer's 2020 Equity Incentive Plan.
(4) Options vest over three years. One-third of the Options vest on the first anniversary of the grant date (i.e., the date indicated), and the balance vests proportionately each month over the remaining two years.
(5) Options vest over four years. One-fourth of the Options vest on the first anniversary of the grant date (i.e., the date indicated), and the balance vests proportionately each quarter over the remaining three years.
(6) Performance Stock Units ("PSUs") granted pursuant to Issuer's 2020 Equity Incentive Plan.
(7) Not applicable
(8) This is a target only. The value of the PSUs is tied to satisfaction of certain performance criteria determined after the close of FY2025. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied. The actual number of shares ultimately deliverable ranges from 0 to 22,506 (subject to any subsequent stock splits and the like).

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.