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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAYO A DALE C/O CINEDIGM DIGITAL CINEMA CORP. 55 MADISON AVENUE, SUITE 300 MORRISTOWN, NJ 07960 |
X | X |
/s/ A. Dale Mayo | 06/28/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |