0000902664-17-001144.txt : 20170214 0000902664-17-001144.hdr.sgml : 20170214 20170214102107 ACCESSION NUMBER: 0000902664-17-001144 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cinedigm Corp. CENTRAL INDEX KEY: 0001173204 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 223720962 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79352 FILM NUMBER: 17603645 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: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 134131516 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G/A 1 p17-0179sc13ga.htm CINEDIGM CORP.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

Cinedigm Corp.

(Name of Issuer)
 

Class A Common Stock, par value $0.001 par value

(Title of Class of Securities)
 

172406100

(CUSIP Number)
 

December 31, 2016

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 4 Pages)

 

______________________________

*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. 172406100

13G/A

Page 2 of 4 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

 

803,254 shares of Class A Common Stock issuable upon conversion of convertible notes (see Item 4)

 

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

 

803,254 shares of Class A Common Stock issuable upon conversion of convertible notes (see Item 4)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

803,254 shares of Class A Common Stock issuable upon conversion of convertible notes (see Item 4)

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.87%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

CUSIP No. 172406100

13G/A

Page 3 of 4 Pages

This Amendment No. 2 (this "Amendment No. 2") amends the statement on Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on May 4, 2015 (the "Original Schedule 13G"), as amended by Amendment No. 1 filed with the SEC on February 16, 2016 ("Amendment No. 1" and together with the Original Schedule 13G and this Amendment No. 2, the "Schedule 13G"), with respect to the shares of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of Cinedigm Corp., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13G. This Amendment No. 2 amends and restates Item 4 in its entirety as set forth below.

 

Item 4. OWNERSHIP.
   
 

(a)       Amount beneficially owned:

As of December 31, 2016, Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. (collectively, the "Highbridge Funds") may, after giving effect to the NOL Blocker (as defined below), be deemed to be the beneficial owner of 803,254 shares of Class A Common Stock issuable upon conversion of the convertible notes held by the Highbridge Funds (the "Convertible Notes"). As discussed in Item 4(b) below, no Highbridge Fund is a greater than 5-percent shareholder (as defined by Section 382 of the Internal Revenue Code of 1986, as amended, and the related Treasury regulations).

(b)       Percent of class:

The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 9,406,576 shares of Class A Common Stock reported to be outstanding as of December 23, 2016 in the Company's Prospectus filed pursuant to Rule 424(b)(3) filed with the SEC on December 29, 2016 and assumes the conversion of the Convertible Notes held by the Highbridge Funds, subject to the NOL Blocker. Therefore, as of December 31, 2016, Highbridge Capital Management, LLC may be deemed to beneficially own approximately 7.87% of the outstanding shares of Class A Common Stock of the Company.

Pursuant to the terms of the Convertible Notes, no Highbridge Fund can convert any of the Convertible Notes held by it if such Highbridge Fund would become, after any such conversion, a 5-percent shareholder (as defined by Section 382 of the Internal Revenue Code of 1986, as amended, and the related Treasury regulations) (the "NOL Blocker"). The number of shares of Class A Common Stock set forth in Rows (6), (8) and (9) of the cover page for the Reporting Person and the percentage set forth in Row (11) of the cover page for the Reporting Person give effect to the NOL Blocker. Consequently, at this time, Highbridge International LLC is not able to convert all of the Convertible Notes held by it due to the NOL Blocker.

The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Class A Common Stock issuable upon conversion of the Convertible Notes held by the Highbridge Funds.

 

CUSIP No. 172406100

13G/A

Page 4 of 4 Pages

SIGNATURES

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: February 14, 2017

 

 

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

 

 

By:  /s/ John Oliva

Name: John Oliva

Title: Managing Director