UNITED
STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 40-F/A

(Amendment No. 1)

(Check One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------





|For the fiscal year ended June 30, 2016 | Commission File Number 001-37408
|--------------------------------------- | --------------------------------





DHX
Media Ltd.
(Exact name of Registrant as specified in its charter)



Canada
(Province or other jurisdiction of incorporation or organization)



7829
(Primary Standard Industrial Classification Code Number (if applicable))



Not Applicable
(I.R.S. Employer Identification Number (if applicable))



1478 Queen Street

Halifax, Nova Scotia, B3J 2H7, Canada

(902) 423-0260
(Address and telephone number of Registrant’s principal executive offices)



C T Corporation System111 Eighth Avenue

13th Floor

New York, NY 10011

(212) 590-9070
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each classVariable Voting Shares (no par value) | Name of each exchange
on which registeredThe NASDAQ Stock Market LLC
|-------------------------------------------------------- | --------------------------------------------------------------------



Securities registered or to be registered
pursuant to Section 12(g) of the Act:



None
(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:



None
(Title of Class)



For annual reports, indicate by check mark
the information filed with this Form:



x Annual information form		x Audited annual financial statements



Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:



At June 30, 2016, the Registrant had outstanding
29,060,022 Variable Voting Shares, without par value.



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.



YES x
NO  ̈



Indicate by check mark whether the Registrant
has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted
or posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files).



YES  ̈
NO  ̈















EXPLANATORY NOTE





This Amendment No. 1 on Form 40-F/A (“Amendment
No. 1”) amends the Annual Report on Form 40-F of DHX Media Ltd. (the “Company”) for the fiscal year
ended June 30, 2016, filed with the Securities and Exchange Commission (“SEC”) on September 28, 2016 (the “Original
Form 40-F”), solely for the purpose of (i) filing revised principal executive officer and principal financial officer
certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, in conformity with Form 40-F, to correct certain minor
omissions from the certifications filed with the Original Form 40-F, and (ii) filing currently dated principal executive officer
and principal financial officer certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.



Except as described above, no changes have
been made to the Original Form 40-F and this Amendment No. 1 does not modify, amend, or update in any way the financial or other
information set forth in the Original Form 40-F, other than as noted above. This Amendment No. 1 does not reflect any events that
have occurred subsequent to June 30, 2016, the fiscal year end of the Company, except as noted in the Original Form 40-F. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original Form 40-F.













EXHIBIT INDEX



|Exhibit No.         | Title of Exhibit                                                                                                                                                   
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   
|Principal Documents
|                   
|99.1*               | Annual Information Form of the Registrant for the year ended June 30, 2016                                                                                         
|                    |                                                                                                                                                                    
|99.2*               | Audited Consolidated Financial Statements of the Registrant for the year ended June 30, 2016 together with the Auditors’ Report thereon                            
|                    |                                                                                                                                                                    
|99.3*               | Management’s Discussion and Analysis of the operating and financial results of the Registrant for the year ended June 30, 2016                                     
|                    |                                                                                                                                                                    
|Certifications     
|                    |                                                                                                                                                                    
|99.4                | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934                     
|                    |                                                                                                                                                                    
|99.5                | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934                     
|                    |                                                                                                                                                                    
|99.6                | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
|                    |                                                                                                                                                                    
|99.7                | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
|                    |                                                                                                                                                                    
|Consents           
|                    |                                                                                                                                                                    
|99.8*               | Consent of PricewaterhouseCoopers LLP                                                                                                                              



* Previously Filed.













SIGNATURES



Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.





| | DHX MEDIA LTD.
| | --------------
| |               
| | By:           
| | Name:         
| | Title:        
| |               
| | By:           
| | Name:         
| | Title:        







Date: March 15, 2017