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
                                                                                  
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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 *

Sillerman Investment Co III, LLC
2. Issuer Name and Ticker or Trading Symbol

Viggle Inc. [ VGGL ]
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)

902 BROADWAY, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2015
(Street)

NEW YORK, NY 10010
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  8230623   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Warrants (right to buy)   (6) $1.78   3/16/2015     A      350000         (1)   (1) Common Stock   350000     (1) 350000   D    
Series C Convertible Preferred Stock   (6) $4.00   3/16/2015     A      7000         (2)   (2) Common Stock   $1750000   $1000   (2) 10000   D    
Warrants (right to buy)   $3.51                    10/24/2014   10/24/2019   Common Stock   225000     225000   (3) D    
Warrants (right to buy)   $2.98                    11/25/2014   11/25/2019   Common Stock   150000     150000   (4) D    
Warrants (right to buy)   $3.63                    12/15/2014   12/15/2019   Common Stock   775000     775000   (5) D    

Explanation of Responses:
( 1)  Warrants to purchase 350,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.78 per share issued to SIC III in connection with SIC III's purchase of 7,000 shares of Series C Convertible Preferred Stock. The warrants will expire five years after issuance.
( 2)  SIC III purchased 7,000 shares of the Issuer?s Series C Convertible Preferred Stock at a price of $1,000 per share. Each share has a stated value of $1,000, and is convertible into common stock at a conversion price of $4 per share. Therefore, the 7,000 shares of Series C Convertible Preferred Stock are convertible into 1,750,000 shares of the Issuer?s common stock. Such shares are convertible upon issuance and for a period of five years thereafter.
( 3)  Warrants previously acquired by SIC III, exercisable at $3.51 per share.
( 4)  Warrants previously acquired by SIC III, exercisable at $2.98 per share.
( 5)  Warrants previously acquired by SIC III, exercisable at $3.63 per share.
( 6)  Acquired in a transaction exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sillerman Investment Co III, LLC
902 BROADWAY
11TH FLOOR
NEW YORK, NY 10010
X X


Signatures
/s/ Robert F.X. Sillerman 3/19/2015
** 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 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).
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