0001144204-12-035506.txt : 20120620 0001144204-12-035506.hdr.sgml : 20120620 20120619212504 ACCESSION NUMBER: 0001144204-12-035506 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120620 DATE AS OF CHANGE: 20120619 GROUP MEMBERS: KINDERHOOK GP, LLC GROUP MEMBERS: KINDERHOOK PARTNERS, LLC GROUP MEMBERS: STEPHEN J. CLEARMAN GROUP MEMBERS: TUSHAR SHAH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Generation, Inc. CENTRAL INDEX KEY: 0000934448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943140772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49603 FILM NUMBER: 12916305 BUSINESS ADDRESS: STREET 1: 750 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972 581 2000 MAIL ADDRESS: STREET 1: 750 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: DG FastChannel, Inc DATE OF NAME CHANGE: 20060927 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL GENERATION SYSTEMS INC DATE OF NAME CHANGE: 19951214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDERHOOK, LP CENTRAL INDEX KEY: 0001220338 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EXECUTIVE DRIVE, SUITE 160 STREET 2: SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 201-461-0955 MAIL ADDRESS: STREET 1: ONE EXECUTIVE DRIVE, SUITE 160 STREET 2: SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: KINDERHOOK PARTNERS, LP DATE OF NAME CHANGE: 20100217 FORMER COMPANY: FORMER CONFORMED NAME: KINDERHOOK PARTNERS L P DATE OF NAME CHANGE: 20030224 SC 13G/A 1 v316467_sc13ga.htm AMENDMENT TO SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 2 )*

Digital Generation, Inc. (formerly DG FastChannel, Inc.)

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

25400B108 (formerly 23326R109)

(CUSIP Number)

June 7, 2012

(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 2)*

Digital Generation, Inc. (formerly DG FastChannel, Inc.)

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

25400B108 (formerly 23326R109)

(CUSIP Number)

June 7, 2012

(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)	only for Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)

Page 2 of 11

Cusip No. 25400B108

13G

Page 3 of 11 Pages

NAME OF REPORTING PERSONS

Kinderhook, LP (formerly Kinderhook Partners, LP)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 958,716

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 958,716

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,716

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.48%

12.

TYPE OF REPORTING PERSON (See Instructions) PN

Page 3 of 11

Cusip No. 25400B108

13G

Page 4 of 11 Pages

NAME OF REPORTING PERSONS

Kinderhook GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 958,716

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 958,716

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,716

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.48%

12.

TYPE OF REPORTING PERSON (See Instructions) OO

Page 4 of 11

Cusip No. 25400B108

13G

Page 5 of 11 Pages

NAME OF REPORTING PERSONS

Tushar Shah

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 958,716

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 958,716

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,716

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.48%

12.

TYPE OF REPORTING PERSON (See Instructions) IN, HC

Page 5 of 11

Cusip No. 25400B108

13G

Page 6 of 11 Pages

NAME OF REPORTING PERSONS

Stephen J. Clearman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 958,716

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 958,716

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,716

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.48%

12.

TYPE OF REPORTING PERSON (See Instructions) IN, HC

Page 6 of 11

Cusip No. 25400B108

13G

Page 7 of 11 Pages

NAME OF REPORTING PERSONS

Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 958,716

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 958,716

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,716

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.48%

12.

TYPE OF REPORTING PERSON (See Instructions) IA

Page 7 of 11

Cusip No. 25400B108

13G

Page 8 of 11 Pages

Item1 (a).

Name of Issuer: Digital Generation, Inc. (the “Issuer”) formerly DG FastChannel, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

750 West John Carpenter Freeway, Suite 700

Irving, Texas 75039

Item 2(a).

Name of Person Filing: Kinderhook, LP (formerly Kinderhook Partners, LP)

Kinderhook

GP, LLC

Tushar

Shah

Stephen

J. Clearman

Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)

Item 2(b).

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

(for all reporting persons)

2 Executive Drive, Suite 585

Fort Lee, New Jersey 07024

Item 2(c).

Citizenship: Delaware – Kinderhook, LP

Delaware – Kinderhook GP, LLC

United States of America – Tushar Shah

United States of America – Stephen J. Clearman

Delaware – Kinderhook Partners, LLC

Item 2(d).

Title of Class of Securities: Common Stock, par value $0.001

Item 2(e).

CUSIP Number: 25400B108 (formerly 23326R109)

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);

(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); with respect to Kinderhook Partners, LLC only

(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

Page 8 of 11

Cusip No. 25400B108

13G

Page 9 of 11 Pages

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

(b)

Percent of Class:

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

(ii)

shared power to vote or to direct the vote:

(iii)

sole power to dispose or to direct the disposition of:

(iv)

shared power to dispose or to direct the disposition of:

Ownership as of June 18, 2012 is incorporated herein by reference from items (5) – (9) and (11) of the cover pages of this Schedule 13G.

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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following S.

Item 6.

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

Kinderhook Partners, LLC (the “Investment Adviser”) serves as the investment adviser to Kinderhook, LP (the “Partnership”) and is responsible for making investment decisions on the Partnership’s behalf. Kinderhook GP, LLC (the “General Partner”) serves as the general partner to the Partnership. Messrs. Tushar Shah and Stephen Clearman serve as the General Partner’s and Investment Adviser’s co-managing members and as a result, Mr. Clearman and Mr. Shah may be deemed to control such entities. Accordingly, Mr. Clearman and Mr. Shah may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership’s, General Partner’s, and Investment Adviser’s power to vote and/or dispose of the shares of Common Stock. Mr. Clearman and Mr. Shah disclaim beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest, if any, therein.

Page 9 of 11

Cusip No. 25400B108

13G

Page 10 of 11 Pages

Kinderhook, LP specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

Kinderhook GP, LLC specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

Kinderhook Partners, LLC specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

Item 8.

Identification and Classification of Members of the Group:

Not Applicable

Item 9.

Notice of Dissolution of Group:

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my 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.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

	June 19, 2012
	(Date)

	/s/ Tushar Shah
	(Signature)

	Tushar Shah
	Name and Title

	June 19, 2012
	(Date)

	/s/ Stephen J. Clearman
	(Signature)

Page 10 of 11

Cusip No. 25400B108

13G

Page 11 of 11 Pages

	Stephen J. Clearman
	Name and Title

	June 19, 2012
	(Date)

	/s/ Tushar Shah
	(Signature)

	Tushar Shah – Managing Member of Kinderhook GP, LLC
	Name and Title

	June 19, 2012
	(Date)

	/s/ Tushar Shah
	(Signature)

	Tushar Shah – Managing Member of Kinderhook, LP’s General Partner
	Name and Title

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

	June 19, 2012
	(Date)

	/s/ Tushar Shah
	(Signature)

	Tushar Shah, Managing Member of Kinderhook Partners, LLC
	Name and Title

Page 11 of 11

EX-1 2 v316467_ex1.htm EXHIBIT 1

Exhibit 1

Agreement

Pursuant to Section 240.13d-1(k)

The undersigned agree that this statement on Schedule 13G dated June 19, 2012 relating to the Common Stock, par value $0.001 of Digital Generation, Inc. shall be filed on behalf of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: June 19, 2012	KINDERHOOK, LP By: KINDERHOOK GP, LLC

	By:	/s/ Tushar Shah
	Name:	Tushar Shah
	Title:	Managing Member of Kinderhook GP, LLC

	KINDERHOOK GP, LLC

	By:	/s/ Tushar Shah
	Name:	Tushar Shah
	Title:	Managing Member

	KINDERHOOK PARTNERS, LLC

	By:	/s/ Tushar Shah
	Name:	Tushar Shah
	Title:	Managing Member

	By:	/s/ Tushar Shah
	Name:	Tushar Shah

	By:	/s/ Stephen J. Clearman
	Name:	Stephen J. Clearman