Filing Details

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

Item 1(a).

Name of Issuer:

Videocon d2h Limited  ("Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

1^st Floor, Techweb Centre

New Link Road

Oshiwara Jogeshwari (West)

Mumbai 400 102 Maharashtra, India

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):

·	Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund");

·	Luxor Wavefront, LP, a Delaware limited partnership (the "Wavefront Fund");

·	Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Offshore Master Fund");

·	Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the "Offshore Feeder Fund");

·	Thebes Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Thebes Master Fund");

·	Thebes Partners Offshore, Ltd., a Cayman Islands exempted company (the "Thebes Feeder Fund");

·	LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings");

·	Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group");

·	Luxor Management, LLC, a Delaware limited liability company ("Luxor Management");  and

·	Christian Leone, a United States citizen ("Mr. Leone").

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. The Thebes Feeder Fund is the owner of a controlling interest, and together with a minority investor owns 100% of the interests, in the Thebes Master Fund. LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.  Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Thebes Master Fund and the Thebes Feeder Fund (collectively, the "Funds").  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of Luxor Management.  Mr. Leone is the managing member of LCG Holdings.

By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the Equity Shares (as defined below) owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the Equity Shares beneficially owned by the Funds.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, New York 10036.

The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund and the Thebes Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Item 2(c).

Citizenship:

Mr. Leone is a citizen of the United States.

Each of Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.

Each of the Onshore Fund, the Wavefront Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.

Each of the Offshore Feeder Fund and the Thebes Feeder Fund is a company formed under the laws of the Cayman Islands.

Each of the Offshore Master Fund and the Thebes Master Fund is a limited partnership formed under the laws of the Cayman Islands.

Item 2(d).

Title of Class of Securities:

Equity Shares, face value 10 rupees per share (the "Equity Shares").  The Equity Shares reported as being beneficially owned herein are represented by American Depositary Shares, each representing four Equity Shares.

Item 2(e).

CUSIP Number:

92657J101

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	Amount beneficially owned:

As of the close of business on December 31, 2016,

(i)	The Onshore Fund beneficially owned 12,056,100 Equity Shares;

(ii)	The Wavefront Fund beneficially owned 442,936 Equity Shares;

(iii)

The Offshore Master Fund beneficially owned 10,065,960 Equity Shares.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Equity Shares beneficially owned by the Offshore Master Fund;

(iv)	The Thebes Master Fund beneficially owned 19,524 Equity Shares. The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to have beneficially owned the Equity Shares beneficially owned by the Thebes Master Fund;

(v)

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, and the Thebes Master Fund may be deemed to have beneficially owned the 22,584,520 Equity Shares beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, and the Thebes Master Fund;

(vi)	Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 22,584,520 Equity Shares beneficially owned by the Funds;

(vii)

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 22,584,520 Equity Shares beneficially owned by Luxor Capital Group; and

(viii)

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 22,584,520 Equity Shares beneficially owned by Luxor Management.

(b)	Percent of Class:

The aggregate percentage of Equity Shares reported owned by each person named herein is based upon 424,064,584 Equity Shares outstanding, which is the total number of Equity Shares outstanding based on information provided by the Issuer.  As of the close of business on December 31, 2016,

(i)	The Onshore Fund beneficially owned approximately 2.8% of the outstanding Equity Shares;

(ii)	The Wavefront Fund beneficially owned less than 1% of the outstanding Equity Shares;

(iii)

The Offshore Master Fund beneficially owned approximately 2.4% of the outstanding Equity Shares and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 2.4% of the outstanding Equity Shares;

(iv)	The Thebes Master fund beneficially owned less than 1% of the outstanding Equity Shares and the Thebes Feeder Fund may be deemed to have beneficially owned less than 1% of the outstanding Equity Shares; and

(v)	Each of LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 5.3% of the outstanding Equity Shares.

(c)	Number of shares as to which such person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

LUXOR CAPITAL PARTNERS, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR WAVEFRONT, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By:	Luxor Capital Group, LP, as investment manager
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
THEBES OFFSHORE MASTER FUND, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel