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*
MCCONNELL MICHAEL

(Last) (First) (Middle)
9405 SW GEMINI DRIVE

(Street)
BEAVERTON OR 97008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Digimarc CORP [ DMRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2012
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
Common Stock 06/18/2012 06/18/2012 M 25,000 A $9.64 88,928 D
Common Stock 06/18/2012 06/18/2012 F 14,776(1) D $26.31 74,152 D
Common Stock 06/18/2012 06/18/2012 S 6,000 D $26.67(2) 68,152 D
Common Stock 06/19/2012 06/19/2012 S 200 D $26.35 67,952 D
Common Stock 06/20/2012 06/20/2012 S 3,800 D $25.43(3) 64,152 D
Series A Redeemable Nonvoting Preferred Stock 2,500 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
Non-Qualified Stock Option $9.64 06/18/2012 06/18/2012 M 25,000 10/30/2010 10/30/2018 Common Stock 25,000 $9.64 36,000 D
Non-Qualified Stock Option $14.99 01/02/2011 01/02/2020 Common Stock 20,000 20,000 D
Explanation of Responses:
1. Shares of exercised option were traded back to the company to cover the option price and tax liability.
2. The price reported for this transaction is an average price. Shares were sold in multiple transactions at prices ranging from $26.44 to $26.80. If requested, the reporting person will provide full details of the sale.
3. The price reported for this transaction is an average price. Shares were sold in multiple transactions at prices ranging from $25.00 to $25.69. If requested, the reporting person will provide full details of the sale.
Remarks:
Michael McConnell 06/20/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.