Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Arrix Kevin
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2012
3. Issuer Name and Ticker or Trading Symbol
Viggle Inc. [VGGL]
(Last)
(First)
(Middle)
C/O VIGGLE INC., 902 BROADWAY, 11TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Revenue Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10010
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 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)
Restricted Stock Units (1) 125,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) 05/01/2013(2) 02/01/2021 Common Stock 112,500 $ 5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arrix Kevin
C/O VIGGLE INC.
902 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010
      Head of Revenue Operations  

Signatures

/s/ Kevin Arrix 07/31/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The restricted stock units vest over a period of five years, with 25,000 units vesting on December 31,2012, 33,333 units vesting on December 31, 2012, 41,667 units vesting on December 31, 2014, 16,667 units vesting on December 31, 2015, and 8,333 units vesting on December 31, 2016.
(2) The options vest over a period of three years, with one-third of the options vesting on each of May 1, 2013, 2014 and 2015.

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

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