SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Cinedigm Corp.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

172406100

(CUSIP Number)

JOSEPH PRETLOW

AOF MANAGEMENT LLC

10940 Wilshire Boulevard, Suite 1450

Los Angeles, CA 90024

(310) 691-1700

STEVE WOLOSKY

ANDREW M. FREEDMAN

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 8, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              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. 172406100

1	NAME OF REPORTING PERSON ACTIVE OWNERS FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,469,739
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,469,739
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,469,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 172406100

1	NAME OF REPORTING PERSON TP-ONE HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,469,739
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,469,739
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,469,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 172406100

1	NAME OF REPORTING PERSON AOF MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,469,739
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,469,739
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,469,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON IA, OO

4

CUSIP NO. 172406100

1	NAME OF REPORTING PERSON JOSEPH PRETLOW
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,469,739
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,469,739
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,469,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON IN

5

CUSIP NO. 172406100

1	NAME OF REPORTING PERSON BEN TERK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,469,739
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,469,739
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,469,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON IN

6

CUSIP NO. 172406100

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D (the “Initial 13D”) as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by AOF Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 3,469,739 Shares beneficially owned by AOF Fund is approximately $4,285,375.76, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 5, 2015, AOF Fund and the Issuer entered into the Transfer Agreement (the “Transfer Agreement”), pursuant to which AOF Fund agreed to divest itself of any and all of its beneficially owned Shares in excess of the number of Shares permitted by Section 4.4.3 (“Section 4.4.3”) of the Issuer’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to be owned by any shareholder of the Issuer.  In connection with such divestment, AOF Fund delivered 6,465 Shares to the Issuer for which, in return, AOF will receive from the Issuer an amount equal to the lesser of (i) AOF Fund’s cost per share multiplied by 6,465 or (ii) the actual sale price of the 6,465 Shares realized in the open market, in each case after deducting commissions that cannot exceed $100 (USD).

The purpose of Section 4.4.3 is to preserve the Issuer’s ability to utilize its net operating loss carryforwards under Section 382 of the Internal Revenue Code of 1986, as amended.  As a result of AOF Fund’s divestments, and consistent with the Transfer Agreement, the Reporting Persons own less than 5% of the Shares.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 75,085,433 Shares outstanding, as of November 4, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report for the period ended on September 30, 2015 with the Securities and Exchange Commission on November 9,  2015.

A. AOF Fund

(a) As of the close of business on October 29, 2015, AOF Fund beneficially owned 3,469,739 Shares.

Percentage: Approximately 4.6%

(b) 1. Sole power to vote or direct vote: 3,469,739

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,469,739

4. Shared power to dispose or direct the disposition: 0

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CUSIP NO. 172406100

(c) The transactions in the Shares by AOF Fund since the filing of the Initial 13D are set forth in Schedule A and are incorporated herein by reference.

B. TP-One

(a) TP-One, as the general partner of AOF Fund, may be deemed the beneficial owner of the 3,469,739 Shares owned by AOF Fund.

Percentage: Approximately 4.6%

(b) 1. Sole power to vote or direct vote: 3,469,739

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,469,739

4. Shared power to dispose or direct the disposition: 0

(c) TP-One has not entered into any transaction in the Shares since the filing of the Initial 13D.  The transactions in the Shares on behalf of AOF Fund since the filing of the Initial 13D are set forth in Schedule A and are incorporated herein by reference.

C. AOF Management

(a) AOF Management, as the investment adviser of AOF Fund, may be deemed the beneficial owner of the 3,469,739 Shares owned by AOF Fund.

Percentage: Approximately 4.6%

(b) 1. Sole power to vote or direct vote: 3,469,739

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,469,739

4. Shared power to dispose or direct the disposition: 0

(c) AOF Management has not entered into any transaction in the Shares since the filing of the Initial 13D.  The transactions in the Shares on behalf of AOF Fund since the filing of the Initial 13D are set forth in Schedule A and are incorporated herein by reference.

D. Messrs. Pretlow and Terk

(a) Each of Messrs. Pretlow and Terk, as a managing member of each of TP-One and AOF Management, may be deemed the beneficial owner of the 3,469,739 Shares owned by AOF Fund.

Percentage: Approximately 4.6%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,469,739

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,469,739

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CUSIP NO. 172406100

(c) Neither Mr. Pretlow nor Mr. Terk has entered into any transaction in the Shares since the filing of the Initial 13D.  The transactions in the Shares on behalf of AOF Fund since the filing of the Initial 13D are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) As of October 26, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Each of the disclosure in Item 4 above and the Transfer Agreement, which is filed hereto as Exhibit 99.1, is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

99.1 Transfer Agreement by and between Active Owners Fund LP and Cinedigm Corp., dated as of October 5, 2015.

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CUSIP NO. 172406100

SIGNATURES

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

Dated:  January 7, 2016

Active Owners Fund LP
By:	TP-One Holdings LLC General Partner
By:	/s/ Joseph Pretlow
	Name:	Joseph Pretlow
	Title:	Managing Member

TP-One Holdings LLC
By:	/s/ Joseph Pretlow
	Name:	Joseph Pretlow
	Title:	Managing Member

AOF Management LLC
By:	/s/ Joseph Pretlow
	Name:	Joseph Pretlow
	Title:	Managing Member

/s/ Joseph Pretlow

JOSEPH PRETLOW

/s/ Ben Terk

BEN TERK

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CUSIP NO. 172406100

SCHEDULE A

Transactions in the Shares Since the Filing of the Initial 13D

Shares of Class A Common Stock Purchased / (Sold)	Price Per Share($)	Date of Purchase / Sale
ACTIVE OWNERS FUND LP
(20,000)	0.4186	12/08/2015

(6,465)*	0.7047	10/14/2015
(234,848)	0.5570	10/08/2015
(269,866)	0.7012	07/21/2015
16,233	0.7047	07/20/2015
65,146	0.7014	07/17/2015
17,536	0.7070	07/16/2015

*Shares transferred to the Issuer in connection with the Transfer Agreement.

EX-99.1

Exhibit 99.1

TRANSFER AGREEMENT

THIS TRANSFER AGREEMENT (this “Agreement”), is made as of October 5, 2015, by and between Cinedigm Corp., a Delaware corporation (the “Company”) and Active Owners Fund LP, a Delaware limited partnership (“AOF Fund”).

RECITALS:

WHEREAS, AOF Fund purchased 276,331 shares of the Company’s Class A common stock, par value $0.001 per share (“Common Stock”), between June 4, 2015 and July 15, 2015 (the “Excess Shares”);

WHEREAS, the Company believes that the Excess Shares constituted Excess Securities, as such term is defined in Section 4.4.3 of the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”);

WHEREAS, AOF Fund received a letter from the Company, dated July 22, 2015 (the “Demand Letter”), demanding compliance with the terms of Article Fourth of the Charter, which are designed to preserve the Company’s ability to utilize its net operating loss carryforwards under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”);

WHEREAS, prior to receipt of the Demand Letter, AOF Fund had already disposed of 269,866 of the Excess Shares, as described in more detail on Schedule 1 hereto; and

WHEREAS, AOF Fund wishes to surrender the remaining, 6,465 Excess Shares to Socitété Générale or its affiliate, the Company’s agent (the “Agent”), pursuant to the Company’s interpretation of Section 4.4 of the Charter as hereinafter provided.

NOW, THEREFORE, in consideration for the promises, terms and conditions contained herein, the parties hereto mutually covenant and agree as follows:

Disposition of Excess Securities.

AOF Fund represents, warrants and certifies that it disposed of a total of 269,866 Excess Shares on the dates, in the amounts, and on the terms set forth on Schedule 1 hereto, that it has received no dividends or distributions in respect of any of the Excess Shares, that none of the Excess Shares were acquired by gift or inheritance, and that the additional information set forth on Schedule 1 is true and correct.

Within seven (7) business days of the date hereof, AOF Fund will deliver the remaining 6,465 Excess Securities to the Agent. The Company shall instruct the Agent to use its reasonable efforts to mitigate or eliminate loss to AOF Fund on the sale of the Excess Securities; provided, however, that the Agent shall be under no unreasonable obligation to take any action that could potentially impair the Company’s ability to take the position that AOF Fund was not the owner of the Excess Securities for the purposes of Section 382, and provided further that no fees or expenses, other than normal and customary brokerage commissions, not to exceed $100 (USD) in the aggregate, will be deducted from the amount payable to AOF Fund. The Company shall promptly deliver directly by wire transfer to AOF Fund an amount equal to the lesser of (i) AOF Fund’s cost per share multiplied by 6,465 or (ii) the actual sale price realized by the Agent in the open market, in each case after deducting commissions that shall not exceed $100 (USD).

Compliance with Charter. AOF Fund shall not acquire additional shares of Common Stock unless in compliance with Article Fourth of the Charter.

Exit 13D. AOF Fund shall promptly file an amendment to the Schedule 13D it filed with the Securities and Exchange Commission on July 10, 2015, with respect to its ownership of Common Stock, reporting that AOF Fund and the other members of the named “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, ceased to be the beneficial owners of more than five-percent (5%) of the Common Stock currently issued and outstanding.

Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one (1) or more occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Assignment; Successors and Assigns. This Agreement shall not be assignable by either party hereto without the consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be interpreted so as to comply with the ruling of such court and such holding shall in no way affect, invalidate, or render unenforceable any other provision hereof.

Counterparts. This Agreement and each document to be executed and delivered pursuant to this Agreement may be executed and delivered in counterpart signature pages, via facsimile transmission or via email with scanned or PDF attachment, and any such counterpart so executed and delivered via facsimile transmission or via email will be deemed an original for all intents and purposes.

No Rights Conferred. Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto.

Modification, Amendment or Supplement. This Agreement may be modified, amended or otherwise supplemented only by a writing signed by the party against whom it is sought to be enforced. No waiver of any right or power hereunder shall be deemed effective unless and until a writing waiving such right or power is executed by the party waiving such right or power.

Choice of Law. This Agreement shall be governed in accordance with the laws of the State of New York without giving effect to its principles of conflicts of law.

2

Entire Agreement. This Agreement represents the entire mutual understanding (and supersedes any and all understandings, negotiations and/or agreements, written or oral, not expressly set forth in this Agreement) between the parties hereto with respect to the subject matter hereof. The submission of a draft of this Agreement or portions or summaries thereof does not constitute an offer to enter into the transaction contemplated herein, it being understood and agreed that none of the parties hereto will be legally obligated with respect to any terms or conditions set forth in such draft or portion or summary unless and until this Agreement has been duly executed and delivered by all parties.

[Signature page follows]

3

IN WITNESS WHEREOF, the undersigned have caused this Transfer Agreement to be executed as of the date first written above.

CINEDIGM CORP.
By:	/s/ Christopher J. McGurk
Name:		Christopher J. McGurk
Title:		Chief Executive Officer and Chairman of the Board of Directors

ACTIVE OWNERS FUND LP
By:	TP-One Holdings LLC its General Partner
By:	/s/ Joseph Pretlow
Name:		Joseph Pretlow
Title:		Managing Member

[Signature page to Transfer Agreement]

Schedule 1 to AOF Fund Transfer Agreement

Excess Shares Sold Prior to Demand Letter

# Shares		Date Acquired	Date Sold	Sale Price		Total Sale Proceed		Cost per Unit		Total Cost		Loss
	57,145	3/27/2014	7/16/2015		0.70		39,935.25		2.64		150,752.00		(110,816.75	)
	52,340	3/31/2014	7/16/2015		0.70		36,577.32		2.46		128,510.39		(91,933.07	)
	36,393	4/7/2014	7/16/2015		0.70		25,432.91		2.59		94,412.36		(68,979.45	)
	32,116	4/9/2014	7/16/2015		0.70		22,443.97		2.54		81,513.74		(59,069.77	)
	54,589	4/10/2014	7/16/2015		0.70		38,149.01		2.49		135,855.55		(97,706.54	)
	9,988	4/14/2014	7/16/2015		0.70		6,980.02		2.47		24,700.32		(17,720.30	)
	27,295	4/24/2014	7/16/2015		0.70		19,074.85		2.51		68,565.14		(49,490.29	)
	269,866						188,593.33				684,309.50		(495,716.17	)