Dolphin Digital Media, Inc.
|
(Name of Issuer) |
Common Stock, par value $0.015 per share
|
(Title of Class of Securities) |
25688M 10 7 (Common Stock)
|
(CUSIP Number) |
William O’Dowd
c/o Dolphin Entertainment, Inc.
2151 Le Jeune Road, Suite 150-Mezzanine
Coral Gables, Florida 33134
(305) 774-0407
|
(Name, address and telephone number of person
authorized to receive notices and communications)
|
March 4, 2016
|
(Date of event which requires filing of this statement) |
CUSIP No. 25688M 10 7
|
SCHEDULE 13D | Page 2 of 9 Pages |
1
|
NAME OF REPORTING PERSONS
William O’Dowd
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
99,837,074*
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
0
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
99,837,074*
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,837,074*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4%*
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 25688M 10 7
|
SCHEDULE 13D | Page 3 of 9 Pages |
1
|
NAME OF REPORTING PERSONS
Dolphin Entertainment, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
55,993,640*
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
0
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
55,993,640*
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,993,640*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5%*
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 25688M 10 7
|
SCHEDULE 13D | Page 4 of 9 Pages |
1
|
NAME OF REPORTING PERSONS
Dolphin Digital Media Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
24,842,069*
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
0
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
24,842,069*
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,842,069*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%*
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 25688M 10 7
|
SCHEDULE 13D | Page 5 of 9 Pages |
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No. 25688M 10 7
|
SCHEDULE 13D | Page 6 of 9 Pages |
Item 5.
|
Interest in Securities of the Issuer.
|
(a)
|
- (b)
|
CUSIP No. 25688M 10 7
|
SCHEDULE 13D | Page 7 of 9 Pages |
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
|
Exhibit A
|
-
|
Joint Filing Agreement among the Reporting Persons, dated April 26, 2016.
|
|
Exhibit B
|
-
|
Amended Articles of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1(a) to Annual Report on Form 10-K filed with the SEC on March 31, 2016), which contains the terms of the Series B Convertible Preferred Stock and Series C Convertible Preferred Stock.
|
|
Exhibit C
|
-
|
Agreement and Plan of Merger, dated as of October 14, 2015, by and among Dolphin Digital Media, Inc., DDM Merger Sub, Inc. Dolphin Films, Inc. and Dolphin Entertainment, Inc. (incorporated by reference to Exhibit 2.2 of Dolphin Digital Media, Inc.’s Current Report on Form 8-K filed with the SEC on October 19, 2015).
|
Dated: April 28, 2016
|
/s/ William O’Dowd | |
William O’Dowd | ||
DOLPHIN ENTERTAINMENT, INC.
|
||
/s/ William O’Dowd | ||
Name: William O’Dowd | ||
Title: President | ||
DOLPHIN DIGITAL MEDIA HOLDINGS, LLC. | ||
/s/ William O’Dowd | ||
Name: William O’Dowd | ||
Title: President |
Dated: April 26, 2016
|
/s/ William O’Dowd | |
William O’Dowd | ||
DOLPHIN ENTERTAINMENT, INC.
|
||
/s/ William O’Dowd | ||
Name: William O’Dowd | ||
Title: President | ||
DOLPHIN DIGITAL MEDIA HOLDINGS, LLC. | ||
/s/ William O’Dowd | ||
Name: William O’Dowd | ||
Title: President |