0000919574-12-005560.txt : 20121003 0000919574-12-005560.hdr.sgml : 20121003 20121003171147 ACCESSION NUMBER: 0000919574-12-005560 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121003 DATE AS OF CHANGE: 20121003 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-49603 FILM NUMBER: 121127511 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: Anthion Management, LLC CENTRAL INDEX KEY: 0001500011 IRS NUMBER: 262609830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 160 MERCER STREET, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212 404 6670 MAIL ADDRESS: STREET 1: 160 MERCER STREET, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 SC 13G 1 d1323561_13g.htm d1323561_13g.htm
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 

SCHEDULE 13G
 

Under the Securities Exchange Act of 1934
(Amendment No._)*


Digital Generation, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

25400B108
(CUSIP Number)

September 26, 2012
(Date of Event Which Requires Filing of this 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 in 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.
25400B108
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Anthion Management, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
713,093
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
713,093
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
713,093
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
  
 
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.58%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
IA
  

 
 
 


CUSIP No.
25400B108
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Anthion Capital GP, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
713,093
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
713,093
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
713,093
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
  
 
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.58%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
OO
  

 
 
 

CUSIP No.
25400B108
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Anthion Master Fund, LP
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
713,093
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
713,093
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
713,093
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
  
 
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.58%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
 
PN
  

 
 
 

CUSIP No.
25400B108
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
David Moradi
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States of America
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
713,093
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
713,093
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
713,093
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
  
 
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.58%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
IN
  

 
 
 
 
CUSIP No.
25400B108
    

Item 1.
(a).
Name of Issuer:
  
       
   
Digital Generation, Inc.
  

 
(b).
Address of issuer's principal executive offices:
  
       
   
Digital Generation, Inc.
750 West John Carpenter Freeway, Suite 700
Irving, Texas 75039
United States of America
  

Item 2.
(a).
Names of persons filing:
  
       
   
Anthion Management, LLC*
Anthion Capital GP, LLC**
Anthion Master Fund, LP
David Moradi***
  

 
(b).
Address or principal business office or, if none, residence:
  
       
   
Anthion Management Company, LLC
160 Mercer Street
2nd Floor
New York, NY 10012
 
Anthion Capital GP, LLC
c/o Anthion Management, LLC
160 Mercer Street
2nd Floor
New York, NY 10012
 
Anthion Master Fund, LP
c/o Morgan Stanley Fund Services (Cayman) Ltd.
Cricket Square
2nd Floor, Boundary Hall
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
 
David Moradi
c/o Anthion Management, LLC
160 Mercer Street
2nd Floor
New York, NY 10012
  
________________________
*
Anthion Management, LLC is the investment adviser to Anthion Master Fund, L.P. and is a reporting person with respect to the shares held by Anthion Master Fund, L.P.
** Anthion Capital GP, LLC is the general partner of Anthion Master Fund, L.P. and is a reporting person with respect to the shares held by Anthion Master Fund, L.P.
*** David Moradi is the Managing Member of Anthion Management, LLC and is a reporting person with respect to the shares held by Anthion Master Fund, L.P.
 
 
 
 
 
 
 
(c).
Citizenship:
  
       
   
Anthion Management, LLC – Delaware
Anthion Capital GP, LLC – Delaware
Anthion Master Fund, LP – Cayman Islands
David Moradi – United States of America
  
 
 
 
(d).
Title of class of securities:
  
       
   
Common Stock, $0.001 par value
  
 
 
(e).
CUSIP No.:
  
       
   
25400B108
  

Item 3.
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-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)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(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);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (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 the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Anthion Management, LLC –  713,093
Anthion Capital GP, LLC –  713,093
Anthion Master Fund, LP – 713,093
David Moradi – 713,093

 
(b)
Percent of class:
     
   
Anthion Management, LLC – 2.58%
Anthion Capital GP, LLC – 2.58%
Anthion Master Fund, LP – 2.58%
David Moradi – 2.58%

 
(c)
Number of shares as to which the person has:
     
   
(i)
Sole power to vote or to direct the vote
  
         
     
Anthion Management, LLC – 0
Anthion Capital GP, LLC – 0
     
Anthion Master Fund, LP – 0
     
David Moradi– 0
         
   
(ii)
Shared power to vote or to direct the vote
  
         
     
Anthion Management, LLC – 713,093
Anthion Capital GP, LLC - 713,093
     
Anthion Master Fund, LP – 713,093
David Moradi – 713,093
         
   
(iii)
Sole power to dispose or to direct the disposition of
  
         
     
Anthion Management, LLC – 0
Anthion Capital GP, LLC –0
Anthion Master Fund, LLC – 0
     
David Moradi – 0
         
   
(iv)
Shared power to dispose or to direct the disposition of
  
         
     
Anthion Management, LLC – 713,093
Anthion Capital GP, LLC - 713,093
     
Anthion Master Fund, LP – 713,093
David Moradi – 713,093
         

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 five percent of the class of securities, check the following  [X].
 
 

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
NA

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
NA
Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
NA

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
NA

Item 10.
Certification.

 
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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
October 3, 2012
 
(Date)
   
   
   

 
ANTHION MANAGEMENT, LLC
/s/ Brendan McHugh
 
By:  Brendan McHugh, Chief Financial Officer
   
   
   
 
ANTHION CAPITAL GP, LLC
/s/ Brendan McHugh
 
By:  Brendan McHugh, Authorized Signatory

   
 
ANTHION MASTER FUND LP
By: Anthion Capital GP, LLC, General Partner
/s/ Brendan McHugh
 
By:  Brendan McHugh, Authorized Signatory
   
   
 
DAVID MORADI
/s/ David Moradi

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 
 
Exhibit A
 

AGREEMENT
 
 
The undersigned agree that this Schedule 13G dated October 3, 2012 relating to the Common Stock, $0.001 par value, of Digital Generation, Inc. shall be filed on behalf of the undersigned.
 
 

 
ANTHION MANAGEMENT, LLC
/s/ Brendan McHugh
 
By:  Brendan McHugh, Chief Financial Officer
   
   
   
 
ANTHION CAPITAL GP, LLC
/s/ Brendan McHugh
 
By:  Brendan McHugh, Authorized Signatory

   
 
ANTHION MASTER FUND LP
By: Anthion Capital GP, LLC, General Partner
/s/ Brendan McHugh
 
By:  Brendan McHugh, Authorized Signatory
   
   
 
DAVID MORADI
/s/ David Moradi

 
SK 26295 0002 1323561