SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FEINBERG STEPHEN

(Last)

(First)

(Middle)

C/O CERBERUS CAPITAL MANAGEMENT, L.P.

875 THIRD AVENUE - 11TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2013

3. Issuer Name and Ticker or Trading Symbol
DIGITALGLOBE, INC. [ DGI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	10,486,429	I	By limited partnership and limited liability company⁽¹⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock, par value $0.001	⁽³⁾⁽⁵⁾	$26.17⁽⁵⁾	I	By limited liability company⁽²⁾⁽⁶⁾

Explanation of Responses:

1. Cerberus Partners II, L.P. and Cerberus Series Four Holdings, LLC hold 83,841 and 7,345,653 shares of common stock, par value $0.001 per share (the "Common Stock"), of DigitalGlobe, Inc., a Delaware corporation (the "Company"), respectively.

2. Cerberus Satellite LLC holds 80,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") of the Company.

3. Pursuant to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the DigitalGlobe, Inc. (the "Certificate of Designations"), the Series A Preferred Stock is convertible at any time at the option of the holder.

4. The Series A Preferred Stock has no expiration date.

5. Shares of Series A Preferred Stock are convertible into such number of shares of Common Stock as is obtained by multiplying the number of shares of Series A Preferred Stock to be converted by the quotient resulting from dividing (i) $1,000 plus an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares of Series A Preferred Stock by (ii) the Conversion Price. The Conversion Price is $26.17, subject to certain adjustments as set forth in the Certificate of Designations. As of the filing date of this Form 3, the 80,000 shares of Series A Preferred Stock were convertible into 3,056,935 shares of Common Stock.

6. Stephen Feinberg, through one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Cerberus Partners II, L.P., Cerberus Series Four Holdings, LLC and Cerberus Satellite LLC. As a result, Mr. Feinberg may be deemed to beneficially own 10,486,429 Common Shares, or 13.7% of the Common Shares deemed issued and outstanding.

Remarks:

	/s/ Stephen Feinberg	02/11/2013
	** 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 5 (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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