| 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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DIGIMARC CORP [ DMRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2008 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/12/2008 | P | 46,768(1) | A | $12.25 | 21,934,781 | I | By Dolomite Acquisition Co.(2) | ||
| Common Stock | 08/13/2008 | P | 4,245,122(3) | A | $12.25 | 26,179,903(4) | I | By Dolomite Acquisition Co.(2) | ||
| Common Stock | 08/13/2008 | J | 2,908,878(5) | A | $12.25 | 1,000(6) | D | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Reflects shares purchased in a tender offer pursuant to the terms of the Tender Offer Statement on Schedule TO, together with any amendments and supplements thereto (the "Tender Offer"), filed by L-1 Identity Solutions, Inc. ("L-1") and its wholly-owned subsidiary, Dolomite Acquisition Co. ("Dolomite"), with the Securities and Exchange Commission on July 3, 2008. The shares (together with the associated preferred stock purchase rights) were purchased by Dolomite during a subsequent offer period (the "Subsequent Offer Period"). |
| 2. The shares are held by Dolomite, which is a wholly-owned subsidiary of L-1. |
| 3. Reflects 158,388 shares purchased by Dolomite during the Subsequent Offer Period of the Tender Offer and 4,086,734 shares purchased by Dolomite pursuant to the exercise of the "top-up" option provided for in the Amended and Restated Agreement and Plan of Merger, dated as of June 29, 2008, by and among L-1, Dolomite and Digimarc Corporation, as amended by Amendment No.1, dated as of July 17, 2008. |
| 4. On August 13, 2008, at the effective time of the merger of Dolomite with and into Digimarc (the "Merger"), these shares were cancelled and ceased to exist. |
| 5. Reflects all of the outstanding shares of Digimarc not tendered in the offer and deemed acquired by L-1 and Dolomite pursuant to the consummation of the Merger. At the effective time of the Merger, these shares were cancelled and ceased to exist. |
| 6. Prior to the Merger, L-1 held 1,000 shares of the common stock of Dolomite, par value $0.001 per share, which shares represented all of the issued and outstanding capital stock of Dolomite. Upon the consummation of the Merger, each share of Dolomite held by L-1 was converted into one share of Digimarc. Dolomite's separate corporate existence ceased and Digimarc survived the Merger as a direct, wholly-owned subsidiary of L-1. |
| /s/ Robert V. LaPenta Robert V. LaPenta, Chairman, President and Chief Executive Officer, L-1 Identity Solutions, Inc. | 08/13/2008 | |
| /s/ Robert V. LaPenta Robert V. LaPenta, Chairman and Chief Executive Officer, Dolomite Acquisition Co. | 08/13/2008 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||