UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 16~~March 15, 2013

Motricity, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34781	20-1059798
(State or Other Jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

601 West 26th Street

Suite 415

New York, NY 10001

(Address of Principal Executive Offices, including Zip Code)

(212) 792-9671

(Registrant’s Telephone Number, including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~January 16~~March 15, 2013, Motricity, ~~Lady~~Inc. ~~Barbara~~(the ~~Judge,~~“Company” ~~CBE,~~or Motricity) received a ~~member~~determination offrom the ~~board~~NASDAQ ofListing ~~directors~~Qualifications Panel (the “~~Board~~Panel”), ofindicating ~~Motricity,~~that ~~Inc.~~the (Panel has granted the “Company”)’s ~~resigned~~request to transfer its listing from ~~her~~The NASDAQ ~~position~~Global asSelect aMarket ~~director~~to ~~and~~The asNASDAQ Capital Market. As a ~~member~~result of ~~the~~this ~~Company’s~~transfer, ~~compensation~~we ~~committee~~have ~~and~~until ~~governance~~June 10, ~~and~~2013 ~~nominating~~to ~~committee~~ensure compliance with Listing Rule 5450(a)(1), ~~effective~~the ~~immediately.~~continued ~~Her~~listing ~~decision~~requirement to ~~resign~~maintain ~~was~~the ~~not~~closing abid ~~result~~price of ~~any~~our common ~~disagreement~~stock ~~with~~at ~~the~~$1.00 ~~Company~~per orshare ~~its~~(the ~~management~~“Minimum Bid Requirement”).

~~On January 16, 2013, the Board appointed Kevin Lewis as a director to fill the vacancy created by Lady Judge’s resignation.~~ The ~~Board also appointed Mr. Lewis to replace Lady Judge on the Board’s compensation committee. As a non-employee director, Mr. Lewis is entitled to the~~ Company’s ~~standard~~securities ~~cash~~began ~~and~~trading ~~equity~~on ~~compensation~~The ~~for~~NASDAQ ~~Board~~Capital Market ~~services.~~on ~~In addition~~Tuesday, ~~the Company expects to enter into an indemnification agreement with Mr. Lewis in substantially the form filed as Exhibit 10.~~March 19 ~~to the Company’s Registration Statement on Form S-1~~, ~~File No~~2013. ~~333-164471, filed January 22, 2010.~~

~~Mr.~~As ~~Lewis~~previously ~~has~~disclosed, ~~served~~on asJune 14, ~~the~~2012, ~~Chief~~we ~~Marketing~~received ~~Officer~~a ofletter ~~Blockbuster~~from ~~LLC,~~NASDAQ aStaff ~~video~~advising ~~rental~~that for ~~retail~~the ~~chain~~previous ~~which~~30 isconsecutive abusiness ~~current~~days, ~~subsidiary~~the bid price of ~~Dish~~our ~~Network~~common ~~Corp.,~~stock ~~since~~had ~~2011~~closed below the minimum $1.00 ~~From~~per ~~2009~~share ~~until~~requirement ~~2011,~~for ~~Mr.~~continued ~~Lewis~~inclusion ~~was~~on ~~employed~~The byNASDAQ ~~Blockbuster~~Global ~~Inc~~Select Market pursuant to NASDAQ Listing Rule 5450(a)(1). asNASDAQ stated in its letter that in accordance with the ~~Senior~~NASDAQ ~~Vice~~Listing ~~President~~Rules, ofwe ~~Digital~~would ~~Entertainment.~~be ~~Blockbuster~~provided ~~Inc.~~180 ~~voluntarily~~calendar ~~filed~~days, ~~for~~or ~~Chapter~~until December 11, ~~bankruptcy~~2012, ~~protection~~to inregain ~~September~~compliance ~~2010~~with ~~and~~the ~~subsequently~~Minimum ~~emerged~~Bid ~~from~~Requirement. ~~bankruptcy~~On inDecember 13, ~~March~~2012, ~~2011~~we ~~via~~received the a letter ~~sale~~notifying ofus ~~the~~that ~~company~~we todid ~~Dish~~not ~~Network~~regain ~~Corp.~~compliance ~~Mr.~~with ~~Lewis~~the ~~was~~Minimum ~~employed~~Bid byRequirement ~~subsidiaries~~and, ofaccordingly ~~Koninklijke~~would ~~Philips~~be ~~Electronics,~~delisted anfrom ~~industrial~~The ~~conglomerate~~NASDAQ ~~which~~Global ~~engages~~Select inMarket unless we requested a hearing before the ~~healthcare~~Panel. Accordingly, ~~consumer~~we ~~lifestyle~~timely ~~and~~submitted ~~lighting~~to ~~product~~NASDAQ a ~~business~~request ~~worldwide~~for a hearing, aswhich resulted in a stay of the ~~Chief~~suspension of ~~Strategy~~trading ~~and~~of ~~New~~our ~~Business~~common ~~for~~stock ~~Philips~~pending ~~Consumer~~the ~~Lifestyle~~conclusion ~~from~~of ~~2007~~the ~~until~~hearing ~~2009~~process and the ~~Chief~~expiration of ~~Strategy~~any ~~and~~extensions ~~Vice-President,~~granted ~~Business~~by ~~Development~~the ~~for~~Panel. ~~Philips~~On ~~Consumer~~January 2, ~~Electronics~~2013, we received a third letter from ~~2004~~NASDAQ ~~until~~advising ~~2007.~~us ~~From~~that ~~1993~~our ~~until~~failure ~~2004,~~to ~~Mr.~~meet ~~Lewis~~the ~~was~~Proxy aSolicitation ~~Manager~~and atAnnual ~~Boston~~Meeting ~~Consulting~~Requirements ~~Group,~~serves aas ~~management~~an ~~consulting~~additional ~~company.~~basis ~~Mr.~~for ~~Lewis~~delisting ~~received~~our ~~his~~common Bstock.A. inWe ~~international~~presented ~~relations~~our ~~from~~plan ~~Stanford~~for ~~University~~regaining compliance with the Minimum Bid Requirement and anthe ~~MBA,~~Proxy ~~with~~Solicitation ~~distinction,~~and ~~from~~Annual ~~INSEAD.~~Meeting ~~Mr.~~Requirements ~~Lewis’s~~at ~~management~~a ~~and~~hearing ~~corporate~~on ~~development~~January 31, ~~experience~~2013, and ~~his~~by ~~experience~~letter, ~~with~~dated February 28, 2013, the ~~development~~Panel granted our request for continued listing, ~~implementation~~subject ~~and~~to, ~~sale~~among ofother ~~products~~things, ~~relying~~the requirement onthat ~~emerging~~we ~~digital~~satisfy ~~technology~~the ~~will~~Minimum ~~enable~~Bid ~~him~~Requirement for the ten trading days prior to ~~provide~~March 29, ~~insight~~2013 and ~~advice~~that as we ~~develop~~solicit proxies and hold our ~~plans~~annual meeting of stockholders by April 15, 2013. We subsequently requested additional time to ~~grow~~comply with the ~~Company’s~~Minimum ~~business~~Bid Requirement by transferring to the NASDAQ Capital Market.

There ~~are~~can be no ~~transactions~~assurances ~~between~~that ~~Mr.~~the ~~Lewis~~Company ~~and~~will ~~the~~be able ~~Company~~to ~~that~~achieve ~~would~~or bemaintain ~~reportable~~compliance ~~under~~with ~~Item~~the ~~404(a)~~NASDAQ ofcontinued ~~Regulation~~listing ~~S-K~~requirements.

Additionally, the Board appointed James Nelson as a member of the Company’s governance and nominating committee to fill the vacancy left by Lady Judge.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MOTRICITY, INC.(Registrant)
		MOTRICITY, INC. (Registrant)
January 23, 2013		By:	/s/ Richard Sadowsky
March 20, 2013	By:	/s/ Richard Sadowsky
(Date)		Richard Sadowsky Chief Administrative Officer	~~Richard Sadowsky Chief Administrative Officer~~

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