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*
SAGEVIEW CAPITAL LP

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cinedigm Digital Cinema Corp. [ CIDM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
X (see remarks below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/15/2010 A 46,613(2) A $0 46,613(2) I See footnote(1)(2)(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SAGEVIEW CAPITAL LP

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
X (see remarks below)
1. Name and Address of Reporting Person*
GILHULY EDWARD A

(Last) (First) (Middle)
C/O SAGEVIEW CAPITAL LP
245 LYTTON AVENUE, SUITE 250

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
X (see remarks below)
1. Name and Address of Reporting Person*
STUART SCOTT M

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO
9 WEST 57TH ST

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
X (see remarks below)
1. Name and Address of Reporting Person*
Sims Laura Nisonger

(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 250

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
X (see remarks below)
Explanation of Responses:
1. This Form 4 is filed on behalf of Sageview Capital LP ("Sageview Capital"), Mr. Edward A. Gilhuly, Mr. Scott M. Stuart and Ms. Laura Nisonger Sims. Mr. Gilhuly and Ms. Sims are directors of the Issuer. Messrs. Gilhuly and Stuart are managing and controlling persons of Sageview Capital.
2. These shares of Class A Common Stock were issued on September 15, 2010 as part of the annual retainer for board service by Mr. Gilhuly (26,121 shares) and Ms. Sims (20,492 shares) for the fiscal year ended March 31, 2010. Such shares vested on the date of issuance. Pursuant to the terms of their arrangement with Sageview Capital and certain related entities (collectively, "Sageview") the right to receive such shares was transferred to Sageview Capital.
3. Messrs. Gilhuly and Stuart and Ms. Sims disclaims beneficial ownership of such securities, except to the extent of his or her pecuniary interest therein, if any.
4. This Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose or that any Reporting Person or other person has an obligation to file this Form 4.
Remarks:
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Sageview may be deemed a director-by-deputization by virtue of Sageview's contractual rights under the Securities Purchase Agreement, dated as of August 11, 2009, by and between the Issuer and Sageview entities party thereto, as it may be amended from time to time, to nominate one or more members of the board of directors of the Issuer.
/s/ Barbara E. Parker, Sageview Capital L.P., as Authorized Person. 09/15/2010
/s/ Edward A. Gilhuly 09/15/2010
/s/ Scott M. Stuart 09/15/2010
/s/ Laura Nisonger Sims 09/15/2010
** 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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