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^*

CHAMNESS ROBERT

(Last)

(First)

(Middle)

9405 SW GEMINI DRIVE

(Street)

BEAVERTON

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)
	Cjhief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2010

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)
Common Stock	10/20/2010		M		67,083	A	$9.64	112,416	D
Common Stock	10/20/2010		F⁽¹⁾		38,996	D	$29.71	73,420	D
Common Stock	10/20/2010		M		3,750	A	$14.99	77,170	D
Common Stock	10/20/2010		F⁽¹⁾		2,737	D	$29.71	74,433	D
Common Stock	10/21/2010		S		444	D	$29	73,989	D
Common Stock	10/22/2010		S		10,000	D	$28.5553⁽²⁾	63,989	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)
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)
Non-Qualified Stock Option (right to buy)	$9.64	10/20/2010		M			67,083	10/21/2010⁽³⁾	10/30/2018	Common Stock	67,083	$9.64	72,917	D
Non-Qualified Stock Option (right to buy)	$14.99	10/20/2010		M			3,750	10/21/2010⁽⁴⁾	01/02/2020	Common Stock	3,750	$14.99	16,250	D

Explanation of Responses:

1. Shares of the exercised option were traded back to the company to cover the option price and tax liability.

2. The price reported in Column 4 is a weighted average price. These shares wer sold in multiple transactions at prices ranging from $28.23 to $29.00. The reporting person undertakes to provide to Digimarc Corp, any security holders of Digimarc Corp, or to the SEC upon request, full information regarding the number of shares sold at each separate price with the range set forth on this Form 4

3. Option becomes exercisable in monthly installments over beginning on the date of grant.

4. The shares shall vest and become exercisable with repect to 1/48th of the total number of shares granted on each monthly anniversary of the date of grant so that all shares subject ot the stock option shall be fully vested and exercisable by the end of a four-year period.

	Robert Chamness	10/22/2010
	** 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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