sc13g_4131642.htm

0000932440-15-000154.txt : 20150511 0000932440-15-000154.hdr.sgml : 20150511 20150511163145 ACCESSION NUMBER: 0000932440-15-000154 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150511 DATE AS OF CHANGE: 20150511 GROUP MEMBERS: ALEPH6 LLC GROUP MEMBERS: JENNIFER JUST GROUP MEMBERS: MATTHEW HULSIZER GROUP MEMBERS: PEAK6 CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cinedigm Corp. CENTRAL INDEX KEY: 0001173204 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223720962 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79352 FILM NUMBER: 15851189 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-206-8600 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: Cinedigm Digital Cinema Corp. DATE OF NAME CHANGE: 20091006 FORMER COMPANY: FORMER CONFORMED NAME: Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. DATE OF NAME CHANGE: 20081202 FORMER COMPANY: FORMER CONFORMED NAME: ACCESS INTEGRATED TECHNOLOGIES INC DATE OF NAME CHANGE: 20020509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEAK6 Investments, L.P. CENTRAL INDEX KEY: 0001389957 IRS NUMBER: 364166492 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 141 W. JACKSON BLVD. STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-362-2401 MAIL ADDRESS: STREET 1: 141 W. JACKSON BLVD. STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13G 1 sc13g_4131642.htm SCHEDULE 13G sc13g_4131642.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Cinedigm Corp.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

172406100

(CUSIP Number)

April 29, 2015

Date of Event Which Requires Filing of the Statement

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

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (however, see the Notes).

CUSIP NO. 172406 10 0

13G

Page 2 of 12

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PEAK6 Capital Management LLC 36-4172640
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER
		6.	SHARED VOTING POWER 16,491,446*
		7.	SOLE DISPOSITIVE POWER
		8.	SHARED DISPOSITIVE POWER 16,491,446*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,491,446*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6%*
12.	TYPE OF REPORTING PERSON BD

* Represents shares issuable, and resulting percentage ownership, in the event that PEAK6 Capital Management, LLC converts its holdings of the Issuer’s convertible notes.

CUSIP NO. 172406 10 0

13G

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1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PEAK6 Investments, L.P. 36-4166492
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER
		6.	SHARED VOTING POWER 16,491,446*
		7.	SOLE DISPOSITIVE POWER
		8.	SHARED DISPOSITIVE POWER 16,491,446*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,491,446*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6%*
12.	TYPE OF REPORTING PERSON HC

* Represents shares issuable, and resulting percentage ownership, in the event that PEAK6 Capital Management, LLC converts its holdings of the Issuer’s convertible notes.

CUSIP NO. 172406 10 0

13G

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1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALEPH6 LLC 36-4166488
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER
		6.	SHARED VOTING POWER 16,491,446*
		7.	SOLE DISPOSITIVE POWER
		8.	SHARED DISPOSITIVE POWER 16,491,446*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,491,446*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6%*
12.	TYPE OF REPORTING PERSON HC

* Represents shares issuable, and resulting percentage ownership, in the event that PEAK6 Capital Management, LLC converts its holdings of the Issuer’s convertible notes.

CUSIP NO. 172406 10 0

13G

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1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Matthew Hulsizer
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER
		6.	SHARED VOTING POWER 16,491,446*
		7.	SOLE DISPOSITIVE POWER
		8.	SHARED DISPOSITIVE POWER 16,491,446*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,491,446*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6%*
12.	TYPE OF REPORTING PERSON IN

* Represents shares issuable, and resulting percentage ownership, in the event that PEAK6 Capital Management, LLC converts its holdings of the Issuer’s convertible notes.

CUSIP NO. 172406 10 0

13G

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1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jennifer Just
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER
		6.	SHARED VOTING POWER 16,491,446*
		7.	SOLE DISPOSITIVE POWER
		8.	SHARED DISPOSITIVE POWER 16,491,446*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,491,446*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6%*
12.	TYPE OF REPORTING PERSON IN

* Represents shares issuable, and resulting percentage ownership, in the event that PEAK6 Capital Management, LLC converts its holdings of the Issuer’s convertible notes.

CUSIP NO. 172406 10 0

13G

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Item 1(a)		Name of Issuer: Cinedigm Corp.

Item 1(b)		Address of Issuer’s Principal Executive Offices: 902 Broadway, 9th Floor New York, NY 10010

Item 2(a)		Name of Person Filing PEAK6 Capital Management LLC PEAK6 Investments, L.P. AELPH6 LLC Matthew Hulsizer Jennifer Just

Item 2(b)		Address of Principal Business Office 141 W. Jackson Blvd., Suite 500 Chicago, IL 60604

Item 2(c)		Citizenship PEAK6 Capital Management LLC – Delaware PEAK6 Investments, L.P. – Delaware AELPH6 LLC – Delaware Matthew Hulsizer – U.S. Citizen Jennifer Just – U.S. Citizen

2(d)		Title of Class of Securities: Class A Common Stock

2(e)		CUSIP Number: 172406100

Item 3		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

CUSIP NO. 172406 10 0

13G

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(a)	[ X]	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	[__]	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	[__]	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	[__]	Investment company registered under Section 8 of the Investment Company Act;
(e)	[ ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	[__]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	[X]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	[__]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	[__]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	[__]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box: []

Item 4

Ownership:

(a)	Amount beneficially owned:

PEAK6 Capital Management LLC has the potential voting and dispositive power over 16,491,446 shares of the Class A common stock upon the conversion of its interest in the Issuer’s 5.5% Convertible Senior Notes due 2035 (the “Notes”). Section 13.03 of the Note Indenture filed by the Company in its 8-K filing on April 29, 2015 limits the common stock ownership upon conversion to less than 5% as defined in Treasury Regulation Section 1.382-2T(g)(1).

PEAK6 Capital Management is owned by PEAK6 Investments, L.P., which is primarily owned by ALEPH6 LLC. Matthew Hulsizer and Jennifer Just own and control ALEPH6 LLC.

(b)	Percent of Class:

CUSIP NO. 172406 10 0

13G

Page 9 of 12

17.6% assuming that the 5% ownership limitation provided in the indenture governing the Notes does not apply, the entire Note holdings are converted and no other Note holder converts into Class A shares of the Issuer. The percentage is calculated by dividing the (i) the 16,491,446 shares of Class A commons stockinitially issuable upon conversion of the Notes by (ii) the 76,953,223 shares outstanding on February 10, 2015 as reported on the Issuer’s Form 10-Q filed February 12, 2015 plus the 16,491,446 shares of the common stock issuable upon conversion of the Notes.

(i) sole power to dispose or to direct the disposition of:

(ii) shared power to vote or to direct the vote:

PEAK6 Capital Management LLC, PEAK6 Investments, L.P., ALEPH6 LLC, Matthew Hulsizer and Jennifer Just have shared power to vote or direct the vote of 16,491,446 shares of the Class A common stock upon the conversion of their interest in the Notes. Section 13.03 of the Note Indenture filed by the Company in its 8-K filing on April 29, 2015 limits the common stock ownership upon conversion to less than 5% as defined in Treasury Regulation Section 1.382-2T(g)(1).

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

PEAK6 Capital Management LLC, PEAK6 Investments, L.P., ALEPH6 LLC, Matthew Hulsizer and Jennifer Just have shared power to dispose of or direct the disposition of 16,491,446 shares of the Class A common stock upon the conversion of their interest in the Notes. Section 13.03 of the Note Indenture filed by the Company in its 8-K filing on April 29, 2015 limits the common stock ownership upon conversion to less than 5% as defined in Treasury Regulation Section 1.382-2T(g)(1).

CUSIP NO. 172406 10 0

13G

Page 10 of 12

Item 5

Ownership of Five Percent or Less of a Class:

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7

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

PEAK6 Capital Management LLC

Item 8

Identification and Classification of Members of the Group:

Not applicable.

Item 9

Notice of Dissolution of Group:

Not applicable.

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

CUSIP NO. 172406 10 0

13G

Page 11 of 12

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

Dated this 11th day of May, 2015

			Peak6 Capital Management LLC
		By:	/s/ Gary S. Loffredo
			Name: Gary S. Loffredo
			Title: Attorney-in-Fact

			Peak6 Investments, L.P.
		By:	/s/ Gary S. Loffredo
			Name: Gary S. Loffredo
			Title: Attorney-in-Fact

			ALEPH6 LLC
		By:	/s/ Gary S. Loffredo
			Name: Gary S. Loffredo
			Title: Attorney-in-Fact
			Matthew Hulsizer
			/s/ Gary S. Loffredo
			Name: Gary S. Loffredo
			Title: Attorney-in-Fact

			Jennifer Just
			/s/ Gary S. Loffredo
			Name: Gary S. Loffredo
			Title: Attorney-in-Fact

CUSIP NO. 172406 10 0

13G

Page 12 of 12

INDEX TO EXHIBITS

Exhibit No.	Exhibit
24.1	Power of Attorney
24.2	Power of Attorney
99.1	Joint Filing Agreement

EX-24.1 2 ex24-1_4131845.htm POWER OF ATTORNEY ex24-1_4131845.htm

EXHIBIT 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitute and appoint each of Gary S. Loffredo and Adam M. Mizel, or either of them signing singly, and with MI power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare for the undersigned’s review and approval, and execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section I 6(a), and Schedules I3D and I3G in accordance with Section 13(d) and (g), of the Securities Exchange Act of 1934 and the rules thereunder;

(2) subject to the undersigned’s review and approval, do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(3) subject to the undersigned’s approval, take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby each grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned each acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, any of the undersigned’s responsibilities to comply with Section 16 and Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect , unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

(Signature page follows)

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May, 2015.

	PEAK 6 Capital Management LLC /s/ George Ruhana
	Signature
	George Ruhana, CEO
	Print Name

	PEAK 6 Investments, L.P. /s/ Jay Copoletta
	Signature
	Jay Coppoletta, Chief Legal Officer
	Print Name

EX-24.2 3 ex24-2_poa.htm POWER OF ATTORNEY ex24-2_poa.htm

EXHIBIT 24.2

POWER OF ATTORNEY

This Power of Attorney shall remain in full force and effect , unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

(Signature page follows)

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May, 2015.

	Aleph6 LLC /s/ Matt Hulsizer
	Signature
	Matt Hulsizer, Manager
	Print Name





	Matt Hulsizer /s/ Matt Hulsizer
	Signature
	Matt Hulsizer
	Print Name

	Jennifer Just /s/ Jennifer Just
	Signature
	Jennifer Just
	Print Name

EX-99.1 4 ex99-1_4131846.htm JOINT FILING AGREEMENT ex99-1_4131846.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

MAY 8, 2015

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, ALEPH LLC, PEAK6 Investments, L.P., PEAK6 Capital Management LLC, Matthew Hulsizer and Jennifer Just, each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto) with respect to the Class A common stock, par value $0.001 per share, of Cinedigm Corp. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

ALEPH LLC /s/Matthew Hulsizer, Manager		Matthew Hulsizer /s/Matthew Hulsizer
Signature		Signature

		Jennifer Just /s/Jennifer Just
		Signature

PEAK6 Investments, L.P. /s/ Matthew Hulsizer, Manager of the General Partner
Name/Title

PEAK6 Capital Management LLC /s/ George Ruhana, CEO
Name/Title