<SEC-DOCUMENT>0001472506-12-000003.txt : 20120214
<SEC-HEADER>0001472506-12-000003.hdr.sgml : 20120214
<ACCEPTANCE-DATETIME>20120214120847
ACCESSION NUMBER:		0001472506-12-000003
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20120214
DATE AS OF CHANGE:		20120214
GROUP MEMBERS:		COMVEST CAPITAL II PARTNERS UGP, LLC
GROUP MEMBERS:		COMVEST CAPITAL II PARTNERS, L.P.
GROUP MEMBERS:		COMVEST GROUP HOLDINGS, LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Digital Domain Media Group, Inc.
		CENTRAL INDEX KEY:			0001490930
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812]
		IRS NUMBER:				270449505
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-86689
		FILM NUMBER:		12605329

	BUSINESS ADDRESS:	
		STREET 1:		8881 SOUTH US HIGHWAY 1
		CITY:			PORT ST. LUCIE
		STATE:			FL
		ZIP:			34952
		BUSINESS PHONE:		772-345-8300

	MAIL ADDRESS:	
		STREET 1:		8881 SOUTH US HIGHWAY 1
		CITY:			PORT ST. LUCIE
		STATE:			FL
		ZIP:			34952

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Digital Domain Media Group
		DATE OF NAME CHANGE:	20110510

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Digital Domain Holdings Corp
		DATE OF NAME CHANGE:	20100503

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Comvest Capital II, L.P.
		CENTRAL INDEX KEY:			0001472506
		IRS NUMBER:				800448188
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		525 OKEECHOBEE BOULEVARD, SUITE 1050
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33401
		BUSINESS PHONE:		561-727-2000

	MAIL ADDRESS:	
		STREET 1:		525 OKEECHOBEE BOULEVARD, SUITE 1050
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33401

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ComVest Capital II, L.P.
		DATE OF NAME CHANGE:	20090917
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>ComVestII_13g.txt
<DESCRIPTION>13G
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G


Under the Securities Exchange Act of 1934


Digital Domain Media Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
25386U104
(CUSIP Number)
November 18, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)

The information required in 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 (the "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).

-----------------------------------

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ComVest Capital II, LP
27-1530882


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]


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

0


6
SHARED VOTING POWER

3,193,864


7
SOLE DISPOSITIVE POWER

0


8
SHARED DISPOSITIVE POWER

3,193,864


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,193,864


10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.48% of Common Stock


12
TYPE OF REPORTING PERSON (See Instructions)

PN


-------------------------------

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ComVest Capital II Partners, L.P.
80-0448182


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]


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

0


6
SHARED VOTING POWER

3,193,864


7
SOLE DISPOSITIVE POWER

0


8
SHARED DISPOSITIVE POWER

3,193,864


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,193,864


10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.48% of Common Stock


12
TYPE OF REPORTING PERSON (See Instructions)

PN


---------------------------------------


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ComVest Capital II Partners UGP, LLC
80-0448175


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]


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

0


6
SHARED VOTING POWER

3,193,864


7
SOLE DISPOSITIVE POWER

0


8
SHARED DISPOSITIVE POWER

3,193,864


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,193,864


10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.48% of Common Stock


12
TYPE OF REPORTING PERSON (See Instructions)

OO

----------------------------------------


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ComVest Group Holdings, LLC
01-0622406


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]


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

0


6
SHARED VOTING POWER

3,193,864


7
SOLE DISPOSITIVE POWER

0


8
SHARED DISPOSITIVE POWER

3,193,864


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,193,864


10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.48% of Common Stock


12
TYPE OF REPORTING PERSON (See Instructions)

OO


Item 1(a). Name of Issuer:
Digital Domain Media Group, Inc., a Florida corporation (the "Issuer").

Item 1(b). Address of Issuer's Principal Executive Offices:
8881 South US Highway 1, Port St. Lucie, Florida 34952.

Item 2(a). Name of Filing Persons:
ComVest Capital II, LP ("ComVest")
ComVest Capital II Partners, L.P. ("Partners")
ComVest Capital II Partners UGP, LLC ("UGP")
ComVest Group Holdings, LLC ("Holdings")

Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of the Reporting Persons is
525 Okeechobee Blvd., Suite 1050, West Palm Beach, Florida 33401.

Item 2(c). Citizenship:

         ComVest and Partners are Delaware limited partnerships.
         UGP and Holdings are Delaware limited liability companies.

Item 2(d). Title of Class of Securities:
Common Stock

Item 2(e). CUSIP Number:
25386U104


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:


(a)
[_] Broker or dealer registered under Section 15 of the Act.


(b)
[_] Bank as defined in section 3(a)(6) of the Act.


(c)
[_] Insurance company as defined in section 3(a)(19) of the Act.


(d)
[_] Investment company registered under section 8 of the Investment
 Company Act of 1940.


(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)
[_] 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 (12 U.S.C. 1813).


(i)
[_] A church plan that is excluded from the definition of an investment
 company under section 3(c)(14) of the Investment Company Act of 1940.


(j)
[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as
 a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
 please specify the type of institution: ___


Item 4. Ownership:
ComVest is the owner of both a warrant in the Issuer, as well as a promissory
note that is convertible into the Issuer's common stock at the election of
ComVest or under certain other circumstances.

ComVest, Partners, UGP and Holdings (collectively, the "Reporting Persons")
are a group solely for the purposes of the filing of this statement.  Partners
is the general partner of ComVest.  UGP is the general partner of Partners.
Holdings is the sole member of UGP.

The Reporting Persons have beneficial ownership of Issuer in the following
amount:

(a) Amount beneficially owned: 3,193,864
(b) Percent of class: 7.48%
(c) Number of shares as to which such Reporting Persons have:
       (i) Sole power to vote or direct the vote: 0
       (ii) Shared power to vote or direct the vote: 3,193,864
       (iii) Sole power to dispose or direct the disposition: 0
       (iv) Shared power to dispose or direct the disposition: 3,193,864

Item 5. Ownership of Five Percent or Less of a Class:
         If this statement is being filed to report the fact that as of the
	 date hereof the Reporting Person has ceased to be the beneficial owner
	 of more than 5 percent of the class of securities, check the following [ ].

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 or Control Person:

        Not applicable.

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.


SIGNATURE

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

Dated: February 14, 2012

	COMVEST CAPITAL II, LP

	By: ComVest Capital II Partners L.P., its general partner

	By: /s/ Cecilio Rodriguez
	    ---------------------
	    Cecilio Rodriguez, Chief Financial Officer


	COMVEST CAPITAL II PARTNERS L.P.

	By: ComVest Capital II Partners UGP, LLC, its general partner

	By: /s/ Cecilio Rodriguez
	    ---------------------
	    Cecilio Rodriguez, Chief Financial Officer


	COMVEST CAPITAL II PARTNERS UGP, LLC

	By: /s/ Cecilio Rodriguez
	    ---------------------
	    Cecilio Rodriguez, Chief Financial Officer


	COMVEST GROUP HOLDINGS, LLC

	By: /s/ Cecilio Rodriguez
	    ---------------------
	    Cecilio Rodriguez, Chief Financial Officer


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>