SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Digital Turbine,
Inc.
(Name of Issuer)
Common Stock,
$0.0001 par value
(Title of Class of Securities)
25400W102
(CUSIP Number)
December
31, 2016
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRC Partners Opportunity Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
|
|
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6
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SHARED VOTING POWER
1,719,186
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|
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7
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SOLE DISPOSITIVE POWER
- 0 -
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|
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8
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SHARED DISPOSITIVE POWER
1,719,186
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,719,186
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.58%
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12
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TYPE OF REPORTING PERSON
*
PN
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Riley Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
- 0 -
|
|
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6
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SHARED VOTING POWER
1,719,186
|
|
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7
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SOLE DISPOSITIVE POWER
- 0 -
|
|
|
8
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SHARED DISPOSITIVE POWER
1,719,186
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,719,186
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.58%
|
|
12
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TYPE OF REPORTING PERSON
*
IA
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|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Riley & Co., LLC
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
x
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
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SHARED VOTING POWER
490,739
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|
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7
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SOLE DISPOSITIVE POWER
- 0 -
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|
|
8
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SHARED DISPOSITIVE POWER
490,739
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,739
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|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.74%
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12
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TYPE OF REPORTING PERSON
*
BD
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Riley Financial, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
850
|
|
|
6
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SHARED VOTING POWER
2,209,925
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7
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SOLE DISPOSITIVE POWER
850
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|
8
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SHARED DISPOSITIVE POWER
2,209,925
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,775
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.32%
|
|
12
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TYPE OF REPORTING PERSON
*
CO
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|
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Item 1(a).
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Name of Issuer:
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Digital Turbine, Inc., a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1300 Guadalupe Street, Suite #302
Austin, TX 78701
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Item 2(a).
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Name of Person Filing:
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BRC Partners Opportunity Fund, L.P., a Delaware limited
partnership (“BPOF”)
B. Riley Capital Management, LLC, a New York limited liability
company (“BRCM”)
B. Riley & Co., LLC, a Delaware
limited liability company (“BRC”)
B. Riley Financial, Inc., a Delaware corporation (“BRF”)
Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business address of each of BPOF, BRCM, and BRC is:
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11100 Santa Monica Blvd. Suite 800
Los Angeles, CA 90025
The principal place of business of BRF is:
21255 Burbank Blvd. Suite 400
Woodland Hills, CA 91367
The citizenship of each of BPOF, BRF, and BRC is Delaware.
The citizenship of BRCM is New York.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001 (the “Common Stock”)
25400W102
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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¨
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Effective February 9, 2016, the delegation of authority
granting Bryant R. Riley certain voting, dispositive and other investment powers with the respect to the securities held by BPOF,
BRCM, and BRC was revoked by B. Riley Financial, Inc. Accordingly such voting, dispositive and other investment powers which were
previously vested in Mr. Riley have reverted back to B. Riley Financial, Inc. Accordingly, B. Riley Financial, Inc. may be deemed
to beneficially own the shares of Common Stock beneficially owned by BPOF, BRCM, and BRC.
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(a)
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Amount beneficially owned:
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As of the close of business on December 31, 2016, BPOF beneficially
owned 1,719,186 shares of Common Stock. BRCM, as the investment advisor and general partner of BPOF, may be deemed to beneficially
own the 1,719,186 shares of Common Stock directly owned by BPOF. BRF, as the parent company of BRCM, may be deemed to beneficially
own the 1,719,186 shares of Common Stock owned by BRCM.
As of the close of business on December 31, 2016, BRC beneficially
owned 490,739 shares of Common Stock. BRF, as the parent company of BRC, may be deemed to beneficially own the 490,739 shares of
Common Stock owned by BRC.
As of the close of business on December 31, 2016, BRF beneficially
owned 850 shares of Common Stock. Accordingly, BRF may also be deemed to beneficially own the aggregate of 2,210,775 shares of
Common Stock.
The foregoing should not be construed as an admission by
any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of the Reporting
Persons disclaims beneficial ownership of the shares of Common Stock that are not directly owned by such Reporting Person, except
to the extent of their pecuniary interest therein.
The aggregate percentage of Shares reported owned by each
Reporting Person is based upon 66,634,006 shares of Common Stock as reported in the Issuer’s Form 10-Q as filed with the
SEC on February 9, 2017.
As of the close of
business on December 31, 2016, BPOF and BRCM beneficially owned directly 1,719,186 shares, BRC beneficially owned directly 490,739
shares and BRF beneficially owned directly 850 shares, constituting approximately 2.58%, 0.74%, and 0.00% respectively, of the
Shares outstanding.
BRCM, as the investment
manager and general partner of BPOF may be deemed to beneficially own the 1,719,186 shares directly beneficially owned in the aggregate
by BPOF, constituting approximately 2.58% of the Shares outstanding.
BRF, as the parent
company of BRCM and BRC, may also be deemed to beneficially own 2,209,925 shares directly owned in the aggregate by BRCM and BRC,
constituting approximately 3.32% of the Shares outstanding. Including the 850 shares directly owned by it, BRF may be deemed to
beneficially own the aggregate of 2,210,775 shares, constituting approximately 3.32% of the Shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following.
x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary
That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the
Group.
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See Exhibit 99.1
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
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Dated: February 14, 2017
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BRC PARTNERS OPPORTUNITY FUND, LP
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By:
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B. Riley Capital Management, LLC,
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its General Partner
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By:
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/s/ Bryant R. Riley
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Name:
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Bryant R. Riley
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Title:
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Chief Executive Officer
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B. RILEY CAPITAL MANAGEMENT, LLC
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By:
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/s/ Bryant R. Riley
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Name:
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Bryant R. Riley
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Title:
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Chief Executive Officer
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B. RILEY & CO., LLC
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By:
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/s/ Bryant R. Riley
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Name:
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Bryant R. Riley
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Title:
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Chairman
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B. RILEY FINANCIAL, INC.
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By:
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/s/ Bryant R. Riley
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Name:
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Bryant R. Riley
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Title:
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Chief Executive Officer
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