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 *
  Waltz James
2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2015
3. Issuer Name and Ticker or Trading Symbol
Adaptive Medias, Inc. [ADTM]
(Last)
(First)
(Middle)
16795 VON KARMAN AVENUE, SUITE 240
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92606
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)
Common Stock 48,000 (1)
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
Stock Option 08/19/2013 08/19/2023 Common Stock 200,000 (2) $ 0.09 D  
Stock Option 03/30/2015 03/30/2025 Common Stock 24,000 (3) $ 2.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Waltz James
16795 VON KARMAN AVENUE, SUITE 240
IRVINE, CA 92606
  X      

Signatures

/s/ James Waltz 04/09/2015
**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) Shares are subject to forfeiture by the Issuer. Such right of forfeiture shall terminate with respect to one-fourth of the shares on each of the three-month, six-month, nine-month, and one year anniversary of the date of issuance.
(2) The reporting person is a participant in the Company's 2010 Stock Incentive Plan, as amended, and received an option to purchase 200,000 shares of common stock on August 19, 2013. The stock option shall vest as follows: one-twelfth of the option shares shall vest on the nineteenth day of each calendar month beginning on the date of grant.
(3) The reporting person is a participant in the Company's 2010 Stock Incentive Plan, as amended, and received an option to purchase 24,000 shares of common stock on March 30, 2015. The stock option shall vest as follows: one-half of the option shares shall vest on the six month anniversary of the date of grant, and the remaining shares shall vest monthly in equal installments over the subsequent twelve months.

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