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^*

WESTON PRESIDIO SERVICE CO LLC

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGITAL THEATER SYSTEMS INC [ DTSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2003

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

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

	Form filed by One Reporting Person
X	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	07/14/2003		X		2,780,221⁽⁷⁾	A	0.02	3,086,631	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	07/14/2003		F		3,272	D	17	3,083,359	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series A Nonconvertible Preferred Stock	07/16/2003		J⁽¹⁾		2,352,650	D	0⁽¹⁾	0	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series B Nonconvertible Preferred Stock	07/16/2003		J⁽¹⁾		1,603,896	D	0⁽¹⁾	0	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
Warrant (Right to Buy Common Stock)	0.02	07/14/2003		X			1,176,325	10/24/1997	12/31/2007	Common Stock	1,176,325	$0	0	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Warrant (Right to Buy Common Stock)	0.02	07/14/2003		X			801,948	01/27/2000	12/31/2007	Common Stock	801,948	$0	0	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Warrant (Right to Buy Common Stock)	0.02	07/14/2003		X			801,948	09/30/2000	12/31/2007	Common Stock	801,948	$0	0	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

WESTON PRESIDIO SERVICE CO LLC

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LAZARUS MICHAEL P

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WESTON PRESIDIO CAPITAL II LP

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WESTON PRESIDIO CAPITAL MANAGEMENT II LP

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CRONIN MICHAEL F

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. All outstanding shares of preferred stock of the Issuer were redeemed by the Issuer in accordance with their terms at the original issuance price of $2.019 per share, plus accurred but unpaid dividends accumulated theron at 10% per annum from January 1, 2003 to the redemption date (July 16, 2003).

2. The Designated Filer is executing this report on behalf of Weston Presidio Capital II, L.P., Weston Presidio Capital Management II, L.P., Michael Cronin and Michael Lazarus (collectively, the "Reporting Persons"), each of whom has authorized it to do so; each of the Reporting Persons disclaims beneficial ownership of the Issuer's securities to the extent it exceeds such Reporting Person's pecuniary interest.

3. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Weston Presidio Capital II, L.P.

4. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Weston Presidio Capital II, L.P., a portion of which may be deemed attributable to Weston Presidio Capital Management II, L.P. because it is the sole general partner of Weston Presidio Capital II, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.

5. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Weston Presidio Capital II, L.P., a portion of which may be deemed attributable to Michael Lazarus because he is a managing partner of Weston Presidio Capital Management II, L.P., the general partner of Weston Presidio Capital II, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.

6. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by Weston Presidio Capital II, L.P., a portion of which may be deemed attributable to Michael Cronin because he is a managing partner of Weston Presidio Capital Management II, L.P., the general partner of Weston Presidio Capital II, L.P. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to such Reporting Person is not readily determinable because it is subject to several variables.

7. These shares of common stock were acquired upon the automatic exercise of warrants in a net exercise transaction in which shares issuable upon exercise were surrendered to pay the exercise price of the warrants. The net number of shares benefically owned following the reported transaction is set forth in the row immediately below.

	WESTON PRESIDIO SERVICE COMPANY, LLC, By: /s/ Therese Mrozek, Chief Operating Officer	07/16/2003
	Michael Lazarus	07/11/2003
	Therese Mrozek	07/11/2003
	Therese Mrozek	07/11/2003
	Michael Cronin	07/11/2003
	** 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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