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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
Exec Chair and Chief Exec Off
(Last)
(First)
(Middle)
C/O VIGGLE INC., 902 BROADWAY, 11TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/11/2013
(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               5,000,000 I See Footnote 2 (2)
Common Stock               2,700,000 D  
Common Stock               3,030,455 D  
Common Stock               2,700,000 I See Footnote 3 (3)
Common Stock               46,267,000 I See Footnote 4 (4)
Common Stock 03/11/2013   A   8,312,699 A (1) 8,312,699 I See Footnote 4 (4)
Restricted Stock Unit (5)               1,500,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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
Notes convertible into common shares $ 1.25 03/11/2013   A   16,625,397   03/11/2013 03/11/2016 Common Stock 16,625,397 (7) 16,625,397 I See Footnote 4 (4)
Warrants (right to buy) $ 1 (6) 03/11/2013   A   10,000,000   03/11/2013 03/11/2018 Common Stock 10,000,000 (2) 10,000,000 I See Footnote 2 (2)

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   Exec Chair and Chief Exec Off  

Signatures

 /s/ Robert F.X. Sillerman   03/13/2013
**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) 8,312,699 shares issued in connection with the exchange of an existing $20,000,000 line of credit note (with interest) into a new convertible note.
(2) Owned by Sillerman Investment Company II, LLC
(3) Owned through Laura Baudo Sillerman, Mr. Sillerman's spouse
(4) Owned through Sillerman Investment Company, LLC
(5) The restricted stock units vest over a period of three years, with 33 1/3% vesting on each of February 24, 2014, 2015, and 2016
(6) Warrants to purchase 10,000,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $1.00 per share (as adjusted in the event of stock splits and combination, reclassification, or merger or consolidation, in accordance with Section 7 of the warrant) were issued to Sillerman Investment Company II in connection with the guarantee of a line of credit provided to the Issuer by Deutsche Bank Trust Company Americas in the amount of up to $10,000,000.
(7) The Reporting Person holds $20,781,746.58 of debt that is convertible into shares of the Common Stock of Issuer at $1.25 per share, which conversion price is subject to a weighted average antidilution provision in the event the Company makes certain dilutive subsequent placements at an effective price of less than $1.25 per share.
 
Remarks:
The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.