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 *

Arrix Kevin
2. Issuer Name and Ticker or Trading Symbol

Viggle Inc. [ VGGL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Revenue Officer
(Last)          (First)          (Middle)

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

6/3/2015
(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   (6) 6/4/2015     M    20000   A   (2) 181539   D    
Common Stock   (6) 6/3/2015     S    15000   D $2.12   181539   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
Restricted Stock Units   (6)   (1)                    (3)   (3) Common Stock   (3) 124072     124072   D    
Restricted Stock Units   (6)   (1)                    (4)   (4) Common Stock   (4) 312     312   D    
Restricted Stock Units   (6)   (1) 6/4/2015     M         20000      (5)   (5) Common Stock   (5) 20000     (5) 0   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock.
( 2)  This restricted stock unit award was granted September 29, 2014 and vested as to 40,000 units on December 4, 2014, vested as to 20,000 units on March 5, 2015, and vested as to 20,000 units on June 4, 2015.
( 3)  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 vested as to 31,018 shares on May 1, 2015 and an additional 31,018 shares will vest on each of May 1, 2016, May 1, 2017, May 1, 208 and May 1, 2019.
( 4)  This restricted stock unit award was granted on December 31, 2011. It vested as to 521 units previously and will vest as to 208 units on December 31, 2015 and as to 104 units on December 31, 2016.
( 5)  This restricted stock unit award was granted on September 29, 2014 and vested as to 40,000 units on December 4, 2014, 20,000 units on March 5, 2015 and 20,000 units on June 4, 2015.
( 6)  The grant and the vesting of these restricted stock units are exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 promulgated thereunder.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arrix Kevin
C/O VIGGLE INC.
902 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010


Chief Revenue Officer

Signatures
/s/ Kevin Arrix 6/4/2015
** 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).
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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