-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZ0zqTJY2iwh+3DUlfBfkqiixbzViPehLi6Qdq9HX2RMSvJUGTAaL7uiNwDKNq77 hXUIjuTHeJBtqea4kf7sFg== 0000902595-09-000038.txt : 20090616 0000902595-09-000038.hdr.sgml : 20090616 20090616144514 ACCESSION NUMBER: 0000902595-09-000038 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090616 DATE AS OF CHANGE: 20090616 GROUP MEMBERS: BEACH POINT CAPITAL MANAGEMENT LP GROUP MEMBERS: BEACH POINT GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITALGLOBE INC CENTRAL INDEX KEY: 0001208208 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84875 FILM NUMBER: 09893911 BUSINESS ADDRESS: STREET 1: 1601 DRY CREEK DRIVE, SUITE 260 CITY: LONGMONT STATE: CO ZIP: 80503 BUSINESS PHONE: 3036844000 MAIL ADDRESS: STREET 1: 1601 DRY CREEK DRIVE, SUITE 260 CITY: LONGMONT STATE: CO ZIP: 80503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Beach Point GP LLC CENTRAL INDEX KEY: 0001455152 IRS NUMBER: 800242130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11755 WILSHIRE BOULEVARD STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: X1 ZIP: 90025 BUSINESS PHONE: (310) 996-9700 MAIL ADDRESS: STREET 1: 11755 WILSHIRE BOULEVARD STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: X1 ZIP: 90025 SC 13G/A 1 amendmentforschedule13g.htm GIGITALGLOBE, INC. SCHEDULE 13G AMENDMENT NO. 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Information to be included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2

(Amendment No. 1)

DIGITALGLOBE, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

25389M877

(CUSIP Number)

May 19, 2009

(Date of Event Which Requires Filing

of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following pages)

(Page 1 of 10 Pages)

CUSIP No. 25389M877

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1	NAME OF REPORTING PERSON Beach Point Capital Management LP ("Beach Point LP")
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 0
BENEFICIALLY		6	SHARED VOTING POWER 4,773,240 see Note 1
OWNED BY EACH REPORTING		7	SOLE DISPOSITIVE POWER 0
PERSON WITH		8	SHARED DISPOSITIVE POWER 4,773,240 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,773,240 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.6%
12	TYPE OF REPORTING PERSON IA

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1	NAME OF REPORTING PERSON Beach Point GP LLC ("Beach Point LLC")
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 0
BENEFICIALLY		6	SHARED VOTING POWER 4,773,240see Note 1
OWNED BY EACH REPORTING		7	SOLE DISPOSITIVE POWER 0
PERSON WITH		8	SHARED DISPOSITIVE POWER 4,773,240 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,773,240 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.6%
12	TYPE OF REPORTING PERSON CO

CUSIP No. 25389M877

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EXPLANATORY NOTE

This Amendment No. 1 to the Schedule 13G filed by Beach Point Capital Management LP ("Beach Point LP") and Beach Point GP LLC ("Beach Point LLC") with respect to its beneficial ownership in the Common Stock, par value $0.001 per share (the "Common Stock") of DigitalGlobe, Inc. (the "Issuer") amends and restates the original Schedule 13G filed by Beach Point LP and Beach Point LLC on June 5, 2009 (the "Original Schedule 13G"). The CUSIP number for the Common Stock was incorrectly reflected on the Original Schedule 13G. The only changes in this Amendment No. 1 to the Schedule 13G from the Original Schedule 13G are to change the CUSIP number on the cover page, at the top of each page, and in Item 2(e).

ITEM 1.

(a)

Name of Issuer: DigitalGlobe, Inc.

(b)

Address of Issuer's Principal Executive Offices:

1601 Dry Creek Drive, Suite 260

Longmont, Colorado 80503

ITEM 2.

(a)

Name of Person Filing:

Beach Point Capital Management LP

Beach Point GP LLC

(b)

Address of Principal Business Office:

c/o Beach Point Capital Management LP

11755 Wilshire Boulevard

Suite 1400

Los Angeles, California 90025

(c)

Citizenship:

Beach Point LP

Delaware

Beach Point LLC

Delaware

(d)

Title of Class of Securities: Common Stock, par value $0.001 per share

(e)

CUSIP Number: 25389M877

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ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(i)

Beach Point LP

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(ii)

Beach Point LLC

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

ITEM 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

4,773,240 by each reporting person**see Note 1**

(b)

Percent of class:

10.6%, based on 44,871,007 shares of Common Stock, par value $0.001 per share of the Issuer outstanding as of May 19, 2009.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

4,773,240 by each reporting person**see Note 1**

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

4,773,240 by each reporting person**see Note 1**

** Note 1**

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Beach Point LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to certain of Beach Point LP's clients (the "Clients"). In its role as investment adviser, Beach Point LP possesses voting and investment power over the shares of Common Stock of the Issuer described in this schedule that are owned by the Clients, and may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer held by the Clients. However, all securities reported in this schedule are owned by the Clients. Beach Point LP disclaims beneficial ownership of such securities.

Beach Point LLC is the sole general partner of Beach Point LP. As a result, Beach Point LLC may be deemed to share beneficial ownership of the shares of Common Stock of the Issuer held by the Clients. Beach Point LLC disclaims beneficial ownership of such securities.

ITEM 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

While Beach Point LP and Beach Point LLC may each be deemed the beneficial owner of the shares of Common Stock of the Issuer, each of the reporting persons is the beneficial owner of such stock on behalf of the numerous Clients who have the right to receive and the power to direct the receipt of dividends from, or the proceeds of the sale of, such Common Stock. To the knowledge of each of the reporting persons, no such Client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock of the Issuer.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit I

ITEM 8.

Identification and Classification of Members of the Group

Not applicable

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ITEM 9.

Notice of Dissolution of Group

Not applicable

ITEM 10.

Certifications

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 16, 2009

BEACH POINT CAPITAL MANAGEMENT LP

By: Beach Point GP LLC
its General Partner

By: /s/ Lawrence M. Goldman

Name: Lawrence M. Goldman

Title: Chief Administrative Officer and General Counsel

BEACH POINT GP LLC

By: /s/ Carl Goldsmith

Name: Carl Goldsmith

Title: Managing Member

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EXHIBIT INDEX

Exhibit I - Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Exhibit II - Joint Filing Agreement (incorporated by reference to Exhibit II to the Original Schedule 13G filed by Beach Point LP and Beach Point LLC on June 5, 2009).

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EXHIBIT I

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Beach Point GP LLC is the sole general partner and therefore control person of Beach Point Capital Management LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

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