Sec Form 4 Filing - ZAREF ANDREW @ NEW MOTION, INC. - 2009-06-25

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 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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1. Name and Address of Reporting Person ZAREF ANDREW 2. Issuer Name and Ticker or Trading Symbol NEW MOTION, INC. [ ATRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O ATRINSIC, INC., 469 7TH AVENUE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2009 (Street) NEW YORK, NY10018 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (Right to Buy) $ 4.16 06/25/2009 D 200,000 ( 1 ) 07/04/2018 Common Stock 200,000 ( 2 ) 0 D Restricted Stock Units ( 3 ) 06/25/2009 A 66,667 ( 4 ) ( 4 ) Common Stock 66,667 ( 2 ) 66,667 D Restricted Stock Units ( 3 ) 06/25/2009 A 200,000 ( 5 ) ( 5 ) Common Stock 200,000 $ 0 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZAREF ANDREW C/O ATRINSIC, INC. 469 7TH AVENUE, 10TH FLOOR NEW YORK, NY10018 Chief Financial Officer Signatures /s/ Andrew Zaref 06/29/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was to have vested with respect to 66,666 shares of common stock on 7/14/09; thereafter the option was to have next vested with respect to 5,555 shares of common stock on 08/31/09 (such vesting date, the "Second Vesting Date"); thereafter, the option was to next vest, with respect to the remaining 127,779 shares of common stock underlying the option, in 22 equal installments of 5,555 shares and one final installment of 5,569 shares, each on the last day of each calendar month during the period of 23 consecutive months commencing after the Second Vesting Date. The options were also subject to acceleration in certain circumstances. ( 2 )The option was canceled by mutual agreement of the reporting person and Atrinsic, Inc. The reporting person received 66,667 restricted stock units as consideration for the cancellation. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Atrinsic, Inc. common stock. ( 4 )On each of December 31, 2009, 2010, and 2011, 20,000 restricted stock units will be eligible for vesting in accordance with quantitative measures and 2,222 restricted stock units will be eligible for vesting in accordance with other quantitative and/or qualitative measures, which measures will be established from time to time by the Compensation Committee of Atrinsic, Inc. Vested shares will be delivered to the reporting person as soon as practicable following the applicable vesting date. ( 5 )The restricted stock units shall each vest after the closing of trading on the date that the average per share trading price of Atrinsic, Inc. common stock during any period of 10 consecutive trading days equals or exceeds $7.50. Vested shares will be delivered to the reporting person as soon as practicable following the applicable vesting 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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