Sec Form 4 Filing - C MEDIA Ltd @ YOU ON DEMAND HOLDINGS, INC. - 2014-05-20

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 C MEDIA Ltd 2. Issuer Name and Ticker or Trading Symbol YOU ON DEMAND HOLDINGS, INC. [ YOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) CN11 LEGEND TOWN, NO.1, BALIZHUANGDONGLI 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2014 (Street) CHAOYANG DIST, BEIJING, F4100025 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 Series E Convertible Preferred Stock $ 1.75 05/20/2014 J( 1 ) 2,285,715 ( 2 ) ( 2 ) Common Stock 5,923,808 $ 1.75 5,923,808 D

Reporting Owners Reporting Owner Name / Address Relationships D irector 10% Owner Officer Other C MEDIA Ltd CN11 LEGEND TOWN, NO.1 BALIZHUANGDONGLI CHAOYANG DIST, BEIJING, F4100025 X Signatures /s/ Xuesong Song, Chairman and CEO 05/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Joinder to Series E Preferred Stock Purchase Agreement dated May 20, 2014 to that certain Series E Preferred Stock Purchase Agreement dated January 31, 2014, among You On Demand (the "Company"), C Media Limited and the other parties signatory thereto, a single strategic investor, Mr. Xuechu He, purchased 2,285,715 shares of the Company's Series E Preferred Stock from C Media Limited. The shares are restricted and were sold in compliance with the Company's previously disclosed Series E Convertible Preferred Stock purchase documents. ( 2 )The Series E Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration 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).

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