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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)
THE DIGITAL DEVELOPMENT GROUP CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
25400A 100
(CUSIP Number)
Stuart Subotnick
c/o Metromedia Company
810 Seventh Avenue, 29th Floor
New York, New York 10019
With a copy to:
David A. Persing, Esq.
c/o Metromedia Company
810 7th Avenue, 29th Floor
New York, New York 10019
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 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).
CUSIP No. 25400A 100 | |||||
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1. |
Names of Reporting Persons Stuart Subotnick | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Source of Funds (See Instructions) | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
7. |
Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13. |
Percent of Class Represented by Amount in Row (11) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
Introduction |
This Amendment No. 2 supplements and amends the Schedule 13D filed by Stuart Subotnick (the Reporting Person), on December 17, 2013 as amended by Amendment No. 1 thereto dated December 19, 2013 (as so amended, the Schedule 13D), in the following respects only (capitalized terms used herein shall have meanings ascribed to such terms in the Schedule 13D). |
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Item 1. |
Security and Issuer |
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No Amendment. |
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Item 2. |
Identity and Background |
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No Amendment. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 3 of the 13D is amended by adding the following: The Reporting Person purchased with his personal funds (i) 871,000 shares of the Issuers Common Stock on the open market from February 18, 2014 through March 10, 2014 and (ii) 5,000,000 shares of the Issuers Common Stock directly from the Issuer on March 12, 2014. |
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Item 4. |
Purpose of Transaction |
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No Amendment |
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Item 5. |
Interest in Securities of the Issuer |
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(a) The Reporting Person beneficially owns 17,062,034 (Includes (i) 9,931,034 shares issuable upon conversion of a convertible promissory note which promissory note is currently exercisable and (ii) 800,000, 75,000, 93,000, 102,000 and 90,000 shares issuable upon exercise of warrants which warrants are currently exercisable) shares of the Issuers common stock, $0.001 par value, which is equal to 16.4579% of such common stock assuming conversion of all derivative securities owned by the Reporting Person into shares of common stock.
(b) Sole power to vote: 17,062,034 (Includes (i) 9,931,034 shares issuable upon conversion of a convertible promissory note which promissory note is currently exercisable and (ii) 800,000, 75,000, 93,000, 102,000 and 90,000 shares issuable upon exercise of warrants which warrants are currently exercisable); Shared Power to vote: 0; Sole Power to Dispose: 17,062,034 (Includes (i) 9,931,034 shares issuable upon conversion of a convertible promissory note which promissory note is currently exercisable and (ii) 800,000, 75,000, 93,000, 102,000 and 90,000 shares issuable upon exercise of warrants which warrants are currently exercisable); Shared Power to dispose: 0.
(c) During the last 60 days, the Reporting Person effected the following purchases of shares of the Issuers common stock on the open market:
(i) on February 18, 2014, 10,000 shares of Common Stock at a purchase price of $0.0450 per share; (ii) on February 21, 2014, 200,000 shares of Common Stock at a purchase price of $0.0544 per share; (iii) on February 24, 2014, 95,000 shares of Common Stock at a purchase price of $0.0442 per share; (iv) on February 25, 2014, 100,000 shares of Common Stock at a purchase price of $0.0449 per share; (v) on February 27, 2014, 25,000 shares of Common Stock at a purchase price of $0.0375 per share; (vi) on February 27, 2014,100,000 shares of Common Stock at a purchase price of $0.0474 per share; (vii) on March 3, 2014, 200,000 shares of Common Stock at a purchase price of $0.0434 per share; (viii) on March 6, 2014, 100,000 shares of Common Stock at a purchase price of $0.0385 per share; (ix) on March 7, 2014, 41,000 shares of Common Stock at a purchase price of $0.0376 per share; and (x) on March 10, 2014, 100,000 shares of Common Stock at a purchase price of $0.039 per share.
During the last 60 days, the Reporting Person acquired the following shares of the Issuers Common Stock directly from the Issuer:
(i) on March 12, 2014, the Reporting Person purchased 5,000,000 shares of the Issuers Common Stock directly from the Issuer at a purchase price of $0.015 per share.
During the last 60 days, the Reporting Person acquired the following warrants to purchase shares of the Issuers common stock directly from the Issuer:
(i) on January 24, 2014, warrant to buy 90,000 shares of the Issuers Common Stock at an exercise price of $0.02 per share, which warrants are currently exercisable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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No Amendment. |
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Item 7. |
Material to be Filed as Exhibits |
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No Amendment. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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March 12, 2014 |
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Date |
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Signature |
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Name/Title |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |