Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

HE XUECHU

2. Date of Event Requiring Statement (MM/DD/YYYY) 5/20/2014

3. Issuer Name and Ticker or Trading Symbol

YOU ON DEMAND HOLDINGS, INC. [YOD]

(Last) (First) (Middle)

5402, 54/F, CENTRAL PLAZA, 18 HARBOUR ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

WANCHAI Hong Kong

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2285715	$1.75	D

Explanation of Responses:

( 1)

Pursuant to that certain Joinder to Series E Preferred Stock Purchase Agreement dated May 20, 2014 to that certain Series E Preferred Stock Purchase Agreement dated January 31, 2014, among You On Demand (the "Company"), C Media Limited and the other parties signatory thereto, a single strategic investor, Mr. Xuechu He, purchased 2,285,715 shares of the Company's Series E Preferred Stock from C Media Limited. The shares are restricted and were sold in compliance with the Company's previously disclosed Series E Convertible Preferred Stock purchase documents. The Series E Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HE XUECHU 5402, 54/F, CENTRAL PLAZA 18 HARBOUR ROAD WANCHAI Hong Kong		X

Signatures
/s/ Xuechu He		5/30/2014
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.