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^*

HOUGH LAWRENCE A

(Last)

(First)

(Middle)

1601 DRY CREEK DRIVE,

SUITE 260

(Street)

LONGMONT

80503

(City)

(State)

(Zip)

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

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)
01/31/2013

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	01/31/2013		A		20,366⁽¹⁾	A	⁽¹⁾	20,366	D
Common Stock	01/31/2013		A		1,041⁽¹⁾	A	⁽¹⁾	1,041	I	By trust⁽²⁾

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)
RSU⁽³⁾	$0.00⁽⁴⁾	01/31/2013		A		20,236⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Common stock	20,236⁽⁵⁾	$0.00	20,236	D

Explanation of Responses:

1. Assumes that the shares of GeoEye common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock at the time of consummation of the transactions contemplated by the Merger Agreement. Prior to the time of consummation of the transactions, the Reporting Person beneficially owned 15,023 shares (14,292 directly and 731 indirectly) of GeoEye common stock. Please refer to the "Explanatory Note" attached as Exhibit 99 to this Form 4. The Reporting Person will file an amended Form 4 as soon as reasonably practicable following AST's completion of the consideration proration and adjustment calculation.

2. The transaction, which occurred on December 14, 2011, involved a gift of GeoEye common stock by the Reporting Person to a trust for the benefit of two of the Reporting Person's minor grandchildren where the Reporting Person's ex-spouse is the trustee but where the Reporting Person holds a power-of-attorney for disposing the shares. The Reporting Person disclaims beneficial ownership of the shares held in trust for the Reporting Person's minor grandchildren, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of the Reporting Person's minor grandchildren's shares for purposes of Section 16 or for any other purpose.

3. Restricted Stock Units ("RSUs").

4. Each RSU represents the right to receive, following vesting, one share of DigitalGlobe common stock. Vested RSUs convert into shares of common stock on a one RSU to one share basis six months after the Reporting Person separates from the Board.

5. Each award of GeoEye RSUs outstanding immediately prior to the consummation of the transactions contemplated by the Merger Agreement has been converted into the right to receive, on the same terms and conditions as were applicable under such award immediately prior to the consummation of the transactions: (i) a maximum number of shares of DigitalGlobe common stock (rounded down to the nearest whole share) determined by multiplying the number of GeoEye shares subject to such award immediately prior to the Effective Time by 1.137, and (ii) a maximum amount of cash (rounded down to the nearest whole cent) determined by multiplying the number of GeoeEye shares subject to such award immediately prior to the effective time by $4.10. Prior to the time of consummation of the transactions, the Reporting Person held 17,798 GeoEye RSUs.

6. Each DigitalGlobe RSU is subject to the same terms and conditions, including the applicable exercise dates and expiration dates, as were applicable under such award immediately prior to the consummation of the transactions.

Remarks:

See Exhibit 99 attached to this Form 4 for additional information.

	/s/ Nicholas Claassen as Attorney-in-Fact	02/04/2013
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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