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^*

Scott Walter S.

(Last)

(First)

(Middle)

1601 DRY CREEK DRIVE, SUITE 260

(Street)

LONGMONT

80503

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2009

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CTO

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	2,528	D
Common Stock	137,663	I	See Footnote⁽¹⁾

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)
Common Stock Option (right to buy)	⁽²⁾	02/16/2010	Common Stock	84,017	$1.25	D
Common Stock Option (right to buy)	⁽³⁾	12/15/2010	Common Stock	8,000	$1.25	D
Common Stock Option (right to buy)	⁽⁴⁾	02/15/2010	Common Stock	1,420	$1.25	D
Common Stock Option (right to buy)	⁽⁵⁾	03/16/2010	Common Stock	4,569	$10	D
Common Stock Option (right to buy)	⁽⁶⁾	02/15/2010	Common Stock	40,000	$10	D
Common Stock Option (right to buy)	⁽⁷⁾	06/14/2017	Common Stock	25,000	$22.5	D
Common Stock Option (right to buy)	⁽⁸⁾	01/31/2018	Common Stock	36,000	$27.4	D
Common Stock Option (right to buy)	⁽⁹⁾	03/07/2018	Common Stock	9,180	$27.4	D
Common Stock Option (right to buy)	⁽¹⁰⁾	03/23/2019	Common Stock	21,991	$21.3	D

Explanation of Responses:

1. Shares held by Walter S. Scott and Diane R. Scott TTEES or their successors in trust under the Walter and Diane Scott Living Trust DTD March 19, 2000.

2. Option granted on February 16, 2000. All shares represented by this stock award are vested and immediately exercisable.

3. Option granted on December 15, 2000. All shares represented by this stock award are vested and immediately exercisable.

4. Option granted on July 1, 2003. All shares represented by this stock award are vested and immediately exercisable.

5. Option granted on February 1, 2004. All shares represented by this stock award are vested and immediately exercisable.

6. Option granted on June 3, 2004. All shares represented by this stock award are vested and immediately exercisable.

7. Option granted on June 14, 2007. Includes an aggregate of 20,833 shares represented by vested stock awards. The balance of the option vests at a rate of 1/36 per month.

8. Option granted on January 31, 2008. Includes an aggregate of 11,251 shares represented by vested stock awards. The balance of the option vests at a rate of 1/36 per month.

9. Option granted on March 7, 2008. Includes an aggregate of 7,268 shares represented by vested stock awards. The balance of the option vests at a rate of 1/24 per month.

10. Option granted on March 23, 2009. All shares represented by this stock award are unvested. 1/4 of the option vests on March 23, 2010 and the balance of the option vests at a rate of 1/36 per month.

Remarks:

	/s/ Erwin D. Sontani as Attorney-in-Fact	05/13/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.