SEC FORM 4

SEC Form 4

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^*

Scott Walter S.

(Last)

(First)

(Middle)

1300 W. 120TH AVENUE

(Street)

WESTMINSTER

80234

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGITALGLOBE, INC. [ DGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CTO

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2017		D		89,669	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	D
Common Stock	10/05/2017		D		67,167	D	⁽¹⁾	0	I	By Trust⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$27.4	10/05/2017		D			9,742	⁽⁶⁾	01/31/2018	Common Stock	9,742	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$27.4	10/05/2017		D			4,223	⁽⁸⁾	03/07/2018	Common Stock	4,223	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$21.3	10/05/2017		D			6,880	⁽⁸⁾	03/23/2019	Common Stock	6,880	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$27.4	10/05/2017		D			1,957	⁽⁹⁾	01/31/2018	Common Stock	1,957	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$27.4	10/05/2017		D			24,301	⁽¹⁰⁾	01/31/2008	Common Stock	24,301	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$29.6	10/05/2017		D			11,970	⁽¹¹⁾	02/23/2021	Common Stock	11,970	⁽⁷⁾	0	D
Employee Stock option (right to buy)	$27.4	10/05/2017		D			4,957	⁽¹²⁾	03/07/2018	Common Stock	4,957	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$21.3	10/05/2017		D			15,111	⁽¹³⁾	03/23/2019	Common Stock	15,111	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$24.18	10/05/2017		D			14,607	⁽¹⁴⁾	03/02/2020	Common Stock	14,607	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$11.8	10/05/2017		D			64,167	⁽¹⁵⁾	03/06/2022	Common Stock	64,167	⁽⁷⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated as of February 24, 2017 ("Merger Agreement"), by and among the Issuer, MacDonald, Dettwiler and Associates Ltd., ("MDA"), SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) $17.50 in cash, without interest and less any required withholding taxes, and (ii) 0.3132 of an MDA common share, rounded down to the nearest share.

2. Includes shares underlying time-based vesting restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, the RSUs were assumed by MDA at the Effective Time and represented the right to receive $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such RSUs. The shares underlying such RSUs continued to vest and be subject to the original terms and conditions as were applicable before the Effective Time, except that the cash component was deemed fully vested at the Effective Time.

3. Pursuant to the terms of the Merger Agreement, (i) PSUs (as defined below) subject to an ROIC vesting metric were deemed to be achieved at "target" levels, and (ii) PSUs subject to a TSR vesting metric were deemed to be achieved as of the last trading date prior to the Effective Time and at a stock price equal to the average of the closing prices for a share of Issuer common stock for the period of five trading days immediately prior to the Effective Time.

4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that remained subject to unsatisfied performance-based vesting requirements ("PSU") received cash consideration of $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such PSU.

5. Walter S. Scott and Diane Scott TTEES The Walter and Diane Scott Living Trust DTD 3-19-00.

6. The Reporting Person was granted an option to purchase up to 9,742 shares of Issuer common stock on January 31, 2008. The option was fully vested at the Effective Time.

7. Disposed of pursuant to the Merger Agreement, pursuant to which all outstanding options fully vested and converted into the right to receive cash in an amount equal to the product of $17.50 and the number of shares subject to the option less the Total Cash Exercise Price (as defined in the Merger Agreement) and a number of MDA shares equal to (a) the positive difference, if any, between (i) the product of 0.3132, the Parent Closing Stock Value (as defined in the Merger Agreement) and the number of Issuer shares subject to the option less (ii) the aggregate exercise price of the option reduced by the Total Cash Exercise Price, divided by (b) the Parent Closing Stock Value.

8. The Reporting Person was granted an option to purchase up to 4,223 shares of Issuer common stock on March 7, 2008. The option was fully vested at the Effective Time.

9. The Reporting Person was granted an option to purchase up to 1,957 shares of Issuer common stock on January 31, 2008. The option was fully vested as of the Effective Time.

10. The Reporting Person was granted an option to purchase up to 24,301 shares of Issuer common stock on January 31, 2008. The option was fully vested at the Effective Time.

11. The Reporting Person was granted an option to purchase up to 11,970 shares of Issuer common stock on February 23, 2011. The option was fully vested at the Effective Time.

12. The Reporting Person was granted an option to purchase up to 4,957 shares of Issuer common stock on March 7, 2008. The option was fully vested at the Effective Time.

13. The Reporting Person was granted an option to purchase up to 15,111 shares of Issuer common stock on March 23, 2009. The option was fully vested at the Effective Time.

14. The Reporting Person was granted an option to purchase up to 14,607 shares of Issuer common stock on March 2, 2010. The option was fully vested at the Effective Time.

15. The Reporting Person was granted an option to purchase up to 64,167 shares of Issuer common stock on March 6, 2012. The option was fully vested at the Effective Time.

Remarks:

	/s/ Amy Flakne, attorney-in-fact for Walter S. Scott	10/10/2017
	** 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).
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