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 ROBERT F X
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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

C/O VIGGLE INC., 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   I   See footnote   (1)
Common Stock                  6250   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)   (12) $1.78   3/16/2015     A      350000         (2)   (2) Common Stock   350000     (2) 350000   I   See footnote   (1)
Series C Convertible Preferred Stock   (12) $4.00   3/16/2015     A      7000         (3)   (3) Common Stock   7000   $1000   (3) 10000   I   See footnote   (1)
Warrants (right to buy)   $3.51                    10/24/2014   10/24/2019   Common Stock   225000     225000   (4) I   See footnote   (1)
Warrants (right to buy)   $2.98                    11/25/2014   11/25/2019   Common Stock   150000     150000   (5) I   See footnote   (1)
Warrants (right to buy)   $3.63                    12/15/2014   12/15/2019   Common Stock   775000     775000   (6) I   See footnote   (1)
Warrants (right to buy)   $80.00                    3/11/2013   3/11/2018   Common Stock   125000     125000   (7) D    
Warrants (right to buy)   $55.20                    9/16/2013   9/16/2018   Common Stock   62500     62500   (8) I   See footnote   (8)
Warrants (right to buy)   $80.00                      (9)   (9) Common Stock   175563     175563   (9) I   See footnote   (9)
Restricted Stock Unit     (10)                    (10)   (10) Common Stock   6250     6250   (10) D    
Restricted Stock Unit     (11)                    (11)   (11) Common Stock   155090     155090   (11) D    

Explanation of Responses:
( 1)  Held by Sillerman Investment Company III LLC (?SIC III?), of which the Reporting Person is the manager and sole member
( 2)  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.
( 3)  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
( 4)  Warrants previously acquired by SIC III, exercisable at $3.51 per share.
( 5)  Warrants previously acquired by SIC III, exercisable at $2.98 per share.
( 6)  Warrants previously acquired by SIC III, exercisable at $3.63 per share.
( 7)  Warrants previously acquired by the Reporting Person, exercisable at $80.00 per share.
( 8)  Warrants previously acquired by Sillerman Investment Company II, LLC (?SIC II?), of which the Reporting Person is the manager and sole member, exercisable at $55.20 per share.
( 9)  Warrants previously acquired by SIC II, of which the Reporting Person is the manager and sole member, exercisable at $80.00 per share.
( 10)  Restricted stock units in respect of 6,250 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest on February 24, 2016
( 11)  Restricted stock units in respect of 155,090 shares of Common Stock granted pursuant to the Company?s 2011 Executive Incentive Plan. These restricted stock units will vest as to 31,018 shares on each of May 1, 2015, May 1, 2016, May 1, 2017, May 1, 2018 and May 1, 2019.
( 12)  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 ROBERT F X
C/O VIGGLE INC.
902 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010
X X Chairman and CEO

Signatures
/s/ Robert F.X. Sillerman 3/18/2015
** 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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