| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cinedigm Digital Cinema Corp. [ CIDM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/04/2011 | A | 59,172 | A | $0 | 82,172 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to buy) | $5 | (1) | 02/28/2012 | Class A Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (Right to buy) | $2.5 | (2) | 12/18/2012 | Class A Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (Right to buy) | $5 | (3) | 11/04/2013 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to buy) | $3.6 | 12/01/2005 | 01/13/2015 | Class A Common Stock | 40,000 | 40,000 | D | ||||||||
| Stock Option (Right to buy) | $10.25 | 09/14/2006 | 03/08/2016 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to buy) | $5.16 | (4) | 10/18/2017 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to buy) | $1.37 | 08/11/2009 | 08/11/2019 | Class A Common Stock | 40,000 | 40,000 | D | ||||||||
| Stock Option (Right to buy) | $1.37 | 10/21/2012(5) | 10/21/2019 | Class A Common Stock | 90,000 | 90,000 | D | ||||||||
| Stock Option (Right to buy) | $1.4 | (6) | 06/11/2020 | Class A Common Stock | 64,795 | 64,795 | D | ||||||||
| Restricted Stock Units | (7) | 05/09/2011(8) | (8) | Class A Common Stock | 90,000 | 90,000 | D | ||||||||
| Restricted Stock Units | (7) | 04/23/2012(9) | (9) | Class A Common Stock | 35,000 | 35,000 | D | ||||||||
| Explanation of Responses: |
| 1. The option vested in three equal annual installments commencing February 28, 2003. |
| 2. The option vested in three equal annual installments commencing December 18, 2003. |
| 3. Of such options, one-third vested on November 4 of each of 2004 and 2005 and the remaining vested on March 8, 2006. |
| 4. The option vests in three equal annual installments commencing October 18, 2008. |
| 5. Vesting may accelerate as follows: (a) On 10/21/10, 1/3 of the Options will vest if the Class A Common Stock ("Common Stock") has traded at $2.75 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the Options will vest if the Common Stock has traded at $3.75 or more for a 10-day period during the year ending on such date; or all of the unvested Options will vest if the Common Stock has traded at $5.00 or more for a 10-day period during the year ending on such date; and (b) on 10/21/11, 1/3 of the unvested Options will vest if the Common Stock has traded at $2.75 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested Options will vest if the Common Stock has traded at $3.75 or more for a 10-day period during the two years ending on such date; or all of the unvested Options will vest if the Common Stock has traded at $5.00 or more for a 10-day period during the year ending on such date. |
| 6. The option vests in three equal annual installments commencing June 11, 2011. |
| 7. Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Common Stock; however, the Issuer has the discretion to settle in Common Stock or cash or a combination thereof. |
| 8. (a) On May 9, 2011, all of the RSUs will vest unless earlier vested pursuant to (b) below. (b) On May 9, 2010, (i) 1/3 of the unvested RSUs will vest if the Class A Common Stock (the "Common Stock") has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the two years ending on such date or (ii) 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date or (iii) all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date. |
| 9. Vesting may accelerate as follows: (a) On 4/23/10, 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date; and (b) On 4/23/11, 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date. |
| Remarks: |
| /s/ Gary S. Loffredo | 04/06/2011 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||