0001193805-13-000433.txt : 20130214 0001193805-13-000433.hdr.sgml : 20130214 20130214141021 ACCESSION NUMBER: 0001193805-13-000433 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Cinema Destinations Corp. CENTRAL INDEX KEY: 0001510326 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 273164577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87311 FILM NUMBER: 13611490 BUSINESS ADDRESS: STREET 1: 250 E. BROAD STREET CITY: WESTFIELD STATE: NJ ZIP: 07090 BUSINESS PHONE: 908-396-1362 MAIL ADDRESS: STREET 1: 250 E. BROAD STREET CITY: WESTFIELD STATE: NJ ZIP: 07090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYO A DALE CENTRAL INDEX KEY: 0001051870 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 250 EAST BROAD STREET CITY: WESTFIELD STATE: NJ ZIP: 07090 SC 13G 1 e610583_mayodigital-sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )
 
Digital Cinema Destinations Corp.
(Name of Issuer)
 
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
 
25383 B109
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
x
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 the disclosures provided in a prior cover page.
 
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 (“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. 
 
 
1.
Names of Reporting Persons
A. Dale Mayo (the “Reporting Person”)
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
o
   
(b)
o
 
 
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
905,000 shares of Class A common stock, $0.01 par value per share (the “Class A Common Stock”) (1)(2)
 
6.
Shared Voting Power
0 shares of Class A Common Stock
 
7.
Sole Dispositive Power
905,000  shares of Class A Common Stock (1)(2)
 
8.
Shared Dispositive Power
0 shares of Class A Common Stock
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
905,000 shares of Class A Common Stock (1)(2)
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
 
11.
Percent of Class Represented by Amount in Row (9)
15% (1)(2)
 
 
12.
Type of Reporting Person (See Instructions)
IN
           
_____________________
 
(1)   Includes 5,000 shares of Class A Common Stock and 900,000 shares of Class B common stock, par value $0.01 per share of Digital Cinema Destinations Corp. (the “Issuer”), held of record by A. Dale Mayo over which the Reporting Person retains sole voting and investment power.
 
 
 
(2)   Based on 6,034,656 shares of the issuer’s common stock outstanding on February 14, 2013 and consists of 5,134,656 shares of Class A common stock and 900,000 shares of Class B common stock.  Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock.  The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis and is automatically converted on transfer by the holder on a share-for-share basis.  Class A common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share on all matters submitted to the Company’s stockholders for a vote.  Aggregate voting power has not been taken into account in determining the stated percentage.
 
 
 
 
 
Item 1.
 
(a)
Name of Issuer
Digital Cinema Destinations Corp.
 
(b)
Address of Issuer’s Principal Executive Offices
250 East Broad Street
Westfield, New Jersey
 
Item 2.
 
(a)
Name of Person Filing
A. Dale Mayo
 
(b)
Address of Principal Business Office or, if none, Residence
c/o Digital Cinema Destinations Corp.
250 East Broad Street
Westfield, New Jersey
 
(c)
Citizenship
United States
 
(d)
Title of Class of Securities
Class A Common Stock, par value $0.01 per share
 
(e)
CUSIP Number
25383 B109
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
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 (15 U.S.C. 80a-3);
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:   
905,000  shares of Class A Common Stock (3)(4)
 
(b)
Percent of class:   
15% (3)(4)
 
(c)
Number of shares as to which the person has:
 
   
(i)
Sole power to vote or to direct the vote   
905,000 shares of Class A Common Stock (3)(4)
   
(ii)
Shared power to vote or to direct the vote    
0 shares of Class A Common Stock
   
(iii)
Sole power to dispose or to direct the disposition of   
905,000 shares of Class A Common Stock (3)(4)
   
(iv)
Shared power to dispose or to direct the disposition of   
0 shares of Class A Common Stock
[______________________
(3)   Includes 10,000 shares of Class A Common Stock and 900,000 shares of Class B Common Stock of the Issuer held of record by A. Dale Mayo over which the Reporting Person retains sole voting and investment power.
 
(4)   Based on 6,034,656 shares of the issuer’s common stock outstanding on February 14, 2013 and consists of 5,134,656 shares of Class A common stock and 900,000 shares of Class B common stock.  Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock.  The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis and is automatically converted on transfer by the holder on a share-for-share basis.  Class A common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share on all matters submitted to the Company’s stockholders for a vote.  Aggregate voting power has not been taken into account in determining the stated percentage.
 
 
 
 
 
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 five percent of the class of securities, check the following    o.
 
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
 
 
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.
 
 
February 14, 2013
 
Date
 
 
/s/ A. Dale Mayo
 
Signature
 
 
A. Dale Mayo
 
Name/Title
 
 
 
ATTENTION
  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).