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^*

DAVIDOFF ROBERT

(Last)

(First)

(Middle)

C/O CMNY CAPITAL LP

137 EAST 57TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cinedigm Digital Cinema Corp. [ CIDM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2010

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)
Class A Common Stock	09/15/2010		A		41,096⁽⁹⁾	A	$0	66,556⁽⁹⁾	D
Class A Common Stock								338,496	I	See footnote.⁽¹⁾

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)
Non-Employee Stock Option (Right to buy)	$12.5							⁽²⁾	09/21/2010	Class A Common Stock	2,000		2,000	D
Non-Employee Stock Option (Right to buy)	$5							⁽³⁾	02/14/2013	Class A Common Stock	2,000		2,000	D
Non-Employee Stock Option (Right to buy)	$5							⁽⁴⁾	03/17/2014	Class A Common Stock	5,000		5,000	D
Non-Employee Stock Option (Right to buy)	$6.4							03/08/2006	06/09/2015	Class A Common Stock	10,000		10,000	D
Non-Employee Stock Option (Right to buy)	$12.93							09/14/2006	03/31/2016	Class A Common Stock	10,000		10,000	D
Non-Employee Stock Option (Right to buy)	$7.55							⁽⁵⁾	06/25/2017	Class A Common Stock	10,000		10,000	D
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,896		6,896	D
Restricted Stock Units	⁽⁶⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	23,334		23,334	D

Explanation of Responses:

1. Represents shares owned by CMNY Capital II, L.P. ("CMNY"). The Reporting Person is a Managing Director of Carl Marks & Co., Inc., the General Partner of CMNY.

2. The option vested in three equal annual installments commencing September 21, 2001.

3. The option vested in three equal annual installments commencing February 14, 2004.

4. Of such options, one-third vested on March 17, 2005 and the remaining vested on March 8, 2006.

5. The option vested in three equal annual installments commencing June 25, 2008.

6. Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Class A Common Stock; however, the Issuer has the discretion to settle in Class A Common Stock or cash or a combination thereof.

7. The RSUs vest in three equal annual installments commencing May 9, 2009.

8. The RSUs vest in three equal annual installments commencing April 23, 2010.

9. Includes 41,096 shares of Class A Common Stock issued on September 15, 2010 as part of the annual retainer for board service for the fiscal year ended March 31, 2010. Such shares vested on the date of issuance.

Remarks:

	/s/ Robert Davidoff	09/16/2010
	** 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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