SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Medley Capital Corp (Last) (First) (Middle) 375 PARK AVE., SUITE 3304 (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/08/2015	3. Issuer Name and Ticker or Trading Symbol Point.360 [ PTSX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, no par value	479,283(1)	D
Common Stock, no par value	1,018,476(2)	D

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: 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
Warrants (right to buy)	07/08/2015	07/07/2020	Common Stock, no par value	351,713(3)	0.75	D
Warrants (right to buy)	07/08/2015	07/07/2020	Common Stock, no par value	747,391(4)	0.75	D

1. Name and Address of Reporting Person* Medley Capital Corp (Last) (First) (Middle) 375 PARK AVE., SUITE 3304 (Street) NEW YORK NY 10152 (City) (State) (Zip)

1. Name and Address of Reporting Person* Medley Opportunity Fund II LP (Last) (First) (Middle) 375 PARK AVE., SUITE 3304 (Street) NEW YORK NY 10152 (City) (State) (Zip)

Explanation of Responses:

1. These shares of Common Stock are held by Medley Capital Corporation.

2. These shares of Common Stock are held by Medley Opportunity Fund II LP. Medley Opportunity Fund II LP may be deemed to be a ten percent owner of the Issuer.

3. These warrants are held by Medley Capital Corporation.

4. These warrants are held by Medley Opportunity Fund II LP.

Remarks:

Medley Capital Corporation ("MCC") may be deemed to be a member of a "group" with Medley Opportunity Fund II LP ("MOF II") for purposes of Section 13(d) of the Exchange Act. The reporting persons expressly disclaim the existence of a group, as well as beneficial ownership of the shares of common stock held by the other reporting person. MCC is externally managed by MCC Advisors LLC ("MCC Advisors"). Medley LLC is the holding company for MCC Advisors. MOF II GP LLC is the general partner of MOF II and MOF II Management LLC is the investment adviser for MOF II. MOF II Management LLC is controlled by Medley LLC. MOF II GP LLC is controlled by Medley GP Holdings LLC, a wholly-owned subsidiary of Medley LLC (together with MCC Advisors, MOF II GP LLC, MOF II Management LLC and Medley LLC, the "Medley Management Entities"). Medley LLC is controlled by Brook Taube, Seth Taube, and Jeff Tonkel (the "Principals"). Each of the Principals and the Medley Management Entities expressly disclaim beneficial ownership of the securities held by the reporting persons except with respect to any pecuniary interest therein.

	/s/ Brook Taube, as Chief Executive Officer of Medley Capital Corporation	07/20/2015
	/s/ Brook Taube, as Manager for MOF II Management LLC, the attorney-in-fact for Medley Opportunity Fund II LP	07/20/2015
	** Signature of Reporting Person	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 5 (b)(v).
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