0001140361-12-023660.txt : 20120508 0001140361-12-023660.hdr.sgml : 20120508 20120508164833 ACCESSION NUMBER: 0001140361-12-023660 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120504 FILED AS OF DATE: 20120508 DATE AS OF CHANGE: 20120508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soros Robert CENTRAL INDEX KEY: 0001387524 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24643 FILM NUMBER: 12822039 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL RIVER INC /DE CENTRAL INDEX KEY: 0001062530 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 411901640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10380 BREN ROAD WEST CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 9522531234 MAIL ADDRESS: STREET 1: 10380 BREN ROAD WEST CITY: MINNETONKA STATE: MN ZIP: 55343 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24643 FILM NUMBER: 12822040 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24643 FILM NUMBER: 12822041 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 3 1 doc1.xml FORM 3 X0205 3 2012-05-04 0 0001062530 DIGITAL RIVER INC /DE DRIV 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE, 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001387524 Soros Robert 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 2.00% Convertible Bonds due 2030 49.131 Common Stock 4162494 I See Footnote 1.25% Convertible Bonds due 2024 44.063 Common Stock 128974 I See Footnote The 2.00% Convertible Bonds due 2030 are convertible at any time and mature on November 1, 2030. These securities are held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership ("Quantum Partners"). SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC and Robert Soros serves as President and Deputy Chairman of SFM LLC. The 1.25% Convertible Bonds due 2024 (the "1.25% Bonds") are convertible as set forth in the Indenture, dated as June 1, 2004, which is attached as Exhibit 99.1 to the issuer's Form 8-K filed on July 13, 2004. The 1.25% Bonds mature on January 1, 2024. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. /s/ Jay Schoenfarber, as Assistant General Counsel 2012-05-08 /s/ Jay Schoenfarber, as Attorney-in-Fact for George Soros 2012-05-08 /s/ Jay Schoenfarber, as Attorney-in-Fact for Robert Soros 2012-05-08 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY
 
 
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER, ROBERT SOROS and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
 
All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
 
Execution of this power of attorney revokes that certain Power of Attorney dated as of the 16th day of June 2005 with respect to the same matters addressed above.
 
This power of attorney shall be valid from the date hereof until revoked by me.
 
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of June 2009.

 
GEORGE SOROS
 

/s/ Daniel Eule
Daniel Eule
Attorney-in-Fact for George Soros


 EX-24.2 3 poa2.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October 2007.

ROBERT SOROS

/s/ Robert Soros

 EX-99.1 4 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
               JOINT FILING INFORMATION

 
Reporting Person:
SOROS FUND MANAGEMENT LLC
Address:
888 SEVENTH AVENUE
 
33RD FLOOR
 
NEW YORK, NY 10106
   
Designated Filer:
SOROS FUND MANAGEMENT LLC
Issuer and Symbol:
DIGITAL RIVER, INC. (DRIV)
Date of Event Requiring Statement:
05/04/2012
   
Signature:
/s/ Jay Schoenfarber, as Assistant General Counsel
Jay Schoenfarber, as Assistant General Counsel
   
Reporting Person:
GEORGE SOROS
Address:
888 SEVENTH AVENUE
 
33RD FLOOR
 
NEW YORK, NY 10106
   
Designated Filer:
SOROS FUND MANAGEMENT LLC
Issuer and Symbol:
DIGITAL RIVER, INC. (DRIV)
Date of Event Requiring Statement:
05/04/2012
   
Signature:
/s/ Jay Schoenfarber, as Attorney-in-Fact
Jay Schoenfarber, as Attorney-in-Fact
   
Reporting Person:
ROBERT SOROS
Address:
888 SEVENTH AVENUE
 
33RD FLOOR
 
NEW YORK, NY 10106
   
Designated Filer:
SOROS FUND MANAGEMENT LLC
Issuer and Symbol:
DIGITAL RIVER, INC. (DRIV)
Date of Event Requiring Statement:
05/04/2012
   
Signature:
/s/ Jay Schoenfarber, as Attorney-in-Fact
Jay Schoenfarber, as Attorney-in-Fact