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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* STUMPF JOHN K (Last) (First) (Middle) 1220 SIMON CIRCLE (Street) ANAHEIM CA 92806 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DDI CORP [ DDIO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President - Finance
	3. Date of Earliest Transaction (Month/Day/Year) 12/19/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	12/19/2003		A		50,000(1)(2)	A	$0.001	50,000	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
Tranche A1 Stock Option	$0.49	12/19/2003		A		22,675		(3)	12/12/2013	Common Stock, $0.001 par value	22,675(4)	(6)	97,965(7)	D
Tranche A2 Stock Option	$5	12/19/2003		A		22,675		(3)	12/12/2013	Common Stock, $0.001 par value	22,675(4)	(6)	97,965(7)	D
Tranche A3 Stock Option	$5.75	12/19/2003		A		22,675		(3)	12/12/2013	Common Stock, $0.001 par value	22,675(4)	(6)	97,965(7)	D
Tranche A4 Stock Option	$0.001	12/19/2003		A		29,940		12/12/2005	12/12/2008	Common Stock, $0.001 par value	29,940(5)	(6)	97,965(7)	D

Explanation of Responses:

1. The reported shares were acquired pursuant to the DDi Corp. 2003 Management Equity Incentive Plan.

2. Fifty percent (50%) of the total vests on February 15, 2004 and 50% of the total vests on January 15, 2005.

3. Subject to the exercise limitations described in (4) and (6) below, one-third (33-1/3%) of the total vests on December 12, 2003, 33-1/3% of the total vests on June 12, 2005 and 33-1/3% of the total vests on December 12, 2006.

4. (i) Only 21,647 of the total shares will become exercisable if the Company has repaid at least 50% but less than 100% of its total commitments (the "Commitments") under its Senior Credit Agreement, dated as of December 12, 2003, among certain subsidiaries of the Company, JPMorgan Chase Bank, as Administrative Agent, and the Lenders named therein (the "Senior Credit Agreement") by December 12, 2005 (the "Bank Determination Date") and (ii) only 19,960 of the total shares will become exercisable if the Company has repaid 100% of the Commitments by the Bank Determination Date.

5. (i) One hundred percent (100%) of the total will become exercisable on the Bank Determination Date if the Company has repaid 100% of the Commitments by the Bank Determination Date, (ii) fifty percent of the total will become exercisable on the Bank Determination Date if the Company has repaid at least 50% but less than 100% of the Commitments by the Bank Determination Date and (iii) none of the total will become exercisable if less than 50% of the Commitment have been repaid by the Bank Determination Date.

6. The derivative securities were granted to the Reporting Owner pusuant to the DDi Corp. 2003 Management Equity Incentive Plan.

7. The maximum number of shares of common stock that may be acquired upon 100% repayment of the Commitments and subsequent exercise of the derivative securities is 89,820 shares.

	/s/ Eric Novak, as Attorney-in-Fact	12/23/2003
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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