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*
LOFFREDO GARY S

(Last) (First) (Middle)
55 MADISON AVENUE
SUITE 300

(Street)
MORRISTOWN NJ 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 10% Owner
X Officer (give title below) Other (specify below)
Pres Digital Cinema, GC & Secy
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2011
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/17/2011 M 90,000 A $0 172,172 D
Class A Common Stock 12/29/2011 F 9,172(10) D $1.46 163,000 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) $5 (1) 02/28/2012 Class A Common Stock 20,000 20,000 D
Stock Option (Right to buy) $2.5 (2) 12/18/2012 Class A Common Stock 20,000 20,000 D
Stock Option (Right to buy) $5 (3) 11/04/2013 Class A Common Stock 50,000 50,000 D
Stock Option (Right to buy) $3.6 12/01/2005 01/13/2015 Class A Common Stock 40,000 40,000 D
Stock Option (Right to buy) $10.25 09/14/2006 03/08/2016 Class A Common Stock 10,000 10,000 D
Stock Option (Right to buy) $5.16 (4) 10/18/2017 Class A Common Stock 10,000 10,000 D
Stock Option (Right to buy) $1.37 08/11/2009 08/11/2019 Class A Common Stock 40,000 40,000 D
Stock Option (Right to buy) $1.37 10/21/2012 10/21/2019 Class A Common Stock 90,000 90,000 D
Stock Option (Right to buy) $1.4 (5) 06/11/2020 Class A Common Stock 64,795 64,795 D
Restricted Stock Units (6) 08/17/2011 M 90,000 08/17/2011(7) (7) Class A Common Stock 90,000 $0 0 D
Restricted Stock Units (6) 04/23/2012(8) (8) Class A Common Stock 35,000 35,000 D
Stock Option (Right to buy) $1.49 08/17/2012(9) 08/16/2021 Class A Common Stock 225,000 225,000 D
Stock Option (Right to buy) $3 08/17/2012(9) 08/16/2021 Class A Common Stock 75,000 75,000 D
Explanation of Responses:
1. The option vested in three equal annual installments commencing February 28, 2003.
2. The option vested in three equal annual installments commencing December 18, 2003.
3. Of such options, one-third vested on November 4 of each of 2004 and 2005 and the remaining vested on March 8, 2006.
4. The option vested in three equal annual installments commencing October 18, 2008.
5. The option vests in three equal annual installments commencing June 11, 2011.
6. 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.
7. The vesting date was amended to August 17, 2011.
8. Vesting may accelerate as follows: (a) On 4/23/10, 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date; and (b) On 4/23/11, 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date.
9. One-fourth of the options vest on August 17 of each of 2012, 2013, 2014 and 2015.
10. Shares were surrendered to the Issuer in payment of tax liability upon vesting in accordance with the terms of the Issuer's Second Amended and Restated 2000 Equity Incentive Plan.
Remarks:
/s/ Gary S. Loffredo 01/03/2012
** 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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