Ownership Submission
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

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
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(Print or Type Responses)
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 (Month/Day/Year)
05/01/2015
(Street)

NEW YORK, NY 10010		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               8,230,623 I See footnote (1)
Common Stock (12) 05/01/2015   M   31,018 A (11) 37,268 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 Unit (12) (11) 05/01/2015   M     31,018   (11)   (11) Common Stock 31,018 (11) 124,072 (11) D  
Warrants (right to buy) $ 1.78               (2)   (2) Common Stock 350,000   350,000 (2) I See footnote (1)
Series C Convertible Preferred Stock $ 4               (3)   (3) Common Stock 2,500,000   10,000 I See footnote (1)
Warrants (right to buy) $ 3.51             10/24/2014 10/24/2019 Common Stock 225,000   225,000 (4) I See footnote (1)
Warrants (right to buy) $ 2.98             11/25/2014 11/25/2019 Common Stock 150,000   150,000 (5) I See footnote (1)
Warrants (right to buy) $ 3.63             12/15/2014 12/15/2019 Common Stock 775,000   775,000 (6) I See footnote (1)
Warrants (right to buy) $ 80             03/11/2013 03/11/2018 Common Stock 125,000   125,000 (7) D  
Warrants (right to buy) $ 55.2             09/16/2013 09/18/2018 Common Stock 62,500   62,500 (8) I See footnote (8)
Warrants (right to buy) $ 80               (9)   (9) Common Stock 175,563   175,563 (9) I See footnote (9)
Restricted Stock Unit (10)               (10)   (10) Common Stock 6,250   6,250 (10) D  

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   05/05/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 10,000 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 10,000 shares of Series C Convertible Preferred Stock are convertible into 2,500,000 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. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock.
(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 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, 2018 and May 1, 2019. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
(12) The grant and vesting of these units are exempt from the provisions of Section 16(b) pursuant to Rule 16b-3 thereunder.

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