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^*

MILLER LLOYD I III

(Last)

(First)

(Middle)

222 LAKEVIEW AVE., SUITE 160-365

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DDI CORP [ DDIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2012

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)
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	05/31/2012		D		259,571⁽¹⁾	D	$13⁽¹⁾	0	D
Common Stock	05/31/2012		D		24,700⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By Trust A-3 - Lloyd I. Miller
Common Stock	05/31/2012		D		2,001,160⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By Trust A-4 - Lloyd I. Miller
Common Stock	05/31/2012		D		32,508⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By Trust C - Lloyd I. Miller
Common Stock	05/31/2012		D		85,510⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By Milgrat I (H7)
Common Stock	05/31/2012		D		3,729⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By AMIL of Ohio, LLC
Common Stock	05/31/2012		D		1,467,977⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By Milfam II L.P.
Common Stock	05/31/2012		D		14,794⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	See Footnote no. 3⁽³⁾
Common Stock	05/31/2012		D		27,113⁽¹⁾⁽²⁾	D	$13⁽¹⁾	0	I	By Trust D - Lloyd I. Miller

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)
Stock Options	$8.88	05/31/2012		D			15,300	⁽⁴⁾	05/17/2021	Common Stock	15,300	$4.12	0	D

Explanation of Responses:

1. Disposed of in a transaction exempt under Section 16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 16b-3(e) thereunder, pursuant to an Agreement and Plan of Merger, dated as of April 3, 2012 (the "Merger Agreement"), by and among DDi Corp. (the "Company"), Viasysetms Group, Inc. ("Parent"), and Victor Merger Sub Corp., a wholly-owned subsidiary of Parent ("Merger Sub"). Under the Merger Agreement, Merger Sub was merged with and into the Company (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's common stock, was cancelled and converted automatically into the right to receive $13.00 in cash (the "Merger Consideration").

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.

3. By Lloyd I. Miller, III, co-trustee with Kimberly S. Miler f/b/o Lloyd I. Miller IV and Alexandra B. Miller

4. This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment equal to the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of the Common Stock subject to the option, and (ii) the aggregate number of shares of the Common Stock issuable upon exercise of the option.

	/s/ David J. Hoyt, Attorney-in-Fact	06/01/2012
	** 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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