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^*

Williams Mikel H

(Last)

(First)

(Middle)

C/O DDI CORP.

1220 SIMON CIRCLE

(Street)

ANAHEIM

92806

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DDI CORP [ DDIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2010

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)
Common Stock	10/28/2010		M		37,220	A	⁽¹⁾	96,666	D
Common Stock	10/28/2010		F		13,652	D	$9.06⁽²⁾	83,558	D

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)
Restricted Share Units	⁽³⁾	07/06/2010		A⁽³⁾		572		⁽³⁾	⁽³⁾	Common Stock	572	⁽³⁾	73,906	D
Restricted Share Units	⁽³⁾	09/30/2010		A⁽³⁾		536		⁽³⁾	⁽³⁾	Common Stock	536	⁽³⁾	74,442	D
Restricted Share Units	⁽¹⁾	10/28/2010		M			37,220	⁽¹⁾	⁽¹⁾	Common Stock	3,666	⁽¹⁾	37,222	D

Explanation of Responses:

1. As reported on a Form 4 dated October 28, 2008 and filed on October 30, 2008, the reporting person received a grant of 110,000 Restricted Stock Units ("RSUs") on October 28, 2008 pursuant to the DDi Corp. 2005 Stock Incentive Plan, as amended (the "Plan"). The RSUs vest in three equal annual installments beginning on October 28, 2009. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of DDi Corp. common stock. On October 28, 2010, the second one-third of these RSUs vested, resulting in the issuance of 37,220 shares of DDi Corp. common stock.

2. In accordance with the terms of the DDi Corp. 2005 Stock Incentive Plan, 13,652 shares of DDi Corp. common stock were withheld at vesting to cover required tax withholding.

3. RSUs awarded under the Plan are entitled to receive dividend equivalents with respect to the payment of cash dividends on Common Stock. Dividend equivalents are paid by crediting the recipient with additional whole RSUs as of the cash dividend payment date. The number of additional RSUs shall be determined based on the amount of cash dividends paid with respect to the number of shares of Common Stock represented by the RSUs divided by the Company's closing stock price on the cash dividend payment date. Additional RSUs issued in conjunction with dividends are subject to the same terms and conditions and settled in the same manner and at the same time as the RSUs originally subject to the award. The number of derivative securities beneficially owned reflects additional RSUs issued in conjunction with cash dividends paid on the applicable transaction date.

	/s/ Kurt E. Scheuerman, Attorney-in-Fact	11/10/2010
	** 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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