SEC FORM 4

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^*

MAYO A DALE

(Last)

(First)

(Middle)

C/O CINEDIGM DIGITAL CINEMA CORP.

55 MADISON AVENUE, SUITE 300

(Street)

MORRISTOWN

07960

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock								633,811	D
Class A Common Stock	06/22/2010		M		94,340	A	$0⁽⁵⁾	243,728⁽¹⁾	D
Class A Common Stock								97,500	I	By spouse⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.89							09/14/2006	12/15/2010	Class A Common Stock	300,000		300,000	D
Stock Option (Right to Buy)	$3.25	06/22/2010		J⁽³⁾	V		750,000	03/31/2011⁽³⁾	03/31/2013	Class A Common Stock	750,000	$0	0	D
Stock Option (Right to Buy)	$1.37							08/11/2009	03/31/2014	Class A Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$1.37							06/22/2010⁽⁴⁾	03/31/2014	Class A Common Stock	300,000		300,000	D
Restricted Stock Units	⁽⁵⁾	06/22/2010		M			94,340	06/22/2010⁽⁶⁾	06/22/2010⁽⁶⁾	Class A Common Stock	94,340	⁽⁵⁾	0	D

Explanation of Responses:

1. Includes 19,920 shares of Class A Common shares issued on January 24, 2008, pursuant to the Issuer's Second Amended and Restated 2000 Equity Incentive Plan, which shares vest on January 24, 2011.

2. Includes 12,500 shares of Class A common stock held for the account of Reporting Person's grandchildren, the custodian of which accounts is Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all the shares of Class A common stock held by the Reporting Person's spouse.

3. Such options, which had not vested, were cancelled for no value on June 22, 2010 in accordance with the terms of the Separation Agreement between the Reporting Person and the Issuer dated as of June 22, 2010.

4. Such options vested on June 22, 2010 in accordance with the terms of the Separation Agreement between the Reporting Person and the Issuer dated as of June 22, 2010.

5. Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Common Stock; however, the Issuer has the discretion to settle in Common Stock or cash or a combination thereof.

6. Such RSUs vested on June 22, 2010 in accordance with the terms of the Separation Agreement between the Reporting Person and the Issuer dated as of June 22, 2010.

Remarks:

	/s/ A. Dale Mayo	06/28/2010
	** 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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