- 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 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Greenberger Zachary

2. Date of Event Requiring Statement (MM/DD/YYYY) 4/30/2009

3. Issuer Name and Ticker or Trading Symbol

NEW MOTION, INC. [NWMO]

(Last) (First) (Middle)

C/O NEW MOTION, INC., 469 7TH AVENUE, 10TH FLOOR

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

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

(Street)

NEW YORK, NY 10018

(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)
Stock Option (Right to Buy)	⁽¹⁾	2/16/2017	Common Stock	50000	$6.00	D

Explanation of Responses:

( 1)

25% of the shares subject to the option vested on February 16, 2008, the first anniversary of the grant date, and the remaining 75% of the shares subject to the option vest monthly over the next 36 months thereafter. Upon approval of the Registrant's Option Exchange Program as described in the Registrant's Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2009, Mr. Greenberger will promptly enter into an option cancellation and restricted stock unit issuance agreement with the Registrant pursuant to which Mr. Greenberger will forfeit the above referenced stock options to purchase 50,000 shares of the Registrant's common stock in exchange for an award of 16,667 restricted stock units which will be subject to performance based vesting provisions.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Greenberger Zachary C/O NEW MOTION, INC. 469 7TH AVENUE, 10TH FLOOR NEW YORK, NY 10018			Chief Technology Officer

Signatures
/s/ Zachary Greenberger		5/11/2009
^** 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.