Sec Form 4 Filing - FEINBERG STEPHEN @ DIGITALGLOBE, INC. - 2013-03-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
FEINBERG STEPHEN
2. Issuer Name and Ticker or Trading Symbol
DIGITALGLOBE, INC. [ DGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CERBERUS CAPITAL MANAGEMENT, L.P., 875 THIRD AVENUE - 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2013
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.001 par value 03/07/2013 S 5,000,000 D $ 28.3 ( 1 ) 5,486,429 ( 2 ) ( 3 ) I By limited partnership and limited liability company ( 1 ) ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FEINBERG STEPHEN
C/O CERBERUS CAPITAL MANAGEMENT, L.P.
875 THIRD AVENUE - 11TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Stephen Feinberg 03/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Cerberus Partners II, L.P. and Cerberus Series Four Holdings, LLC hold in the aggregate 2,429,494 shares of common stock, par value $0.001 per share (the "Common Stock"), of DigitalGlobe, Inc., a Delaware corporation (the "Company"), respectively, after giving effect to the sale of the Common Stock reported in this Form 4.
( 2 )Cerberus Satellite LLC holds 80,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") of the Company. Pursuant to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the DigitalGlobe, Inc. (the "Certificate of Designations"), the Series A Preferred Stock is convertible at any time at the option of the holder. The Series A Preferred Stock has no expiration date. Shares of Series A Preferred Stock are convertible into such number of shares of Common Stock as is obtained by multiplying the number of shares of Series A Preferred Stock to be converted by the quotient resulting from dividing (i) $1,000 plus an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares of Series A Preferred Stock by (ii) the Conversion Price.
( 3 )The Conversion Price is $26.17, subject to certain adjustments as set forth in the Certificate of Designations. As of the filing date of this Form 4, the 80,000 shares of Series A Preferred Stock were convertible into 3,056,935 shares of Common Stock. Stephen Feinberg, through one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Cerberus Partners II, L.P., Cerberus Series Four Holdings, LLC and Cerberus Satellite LLC. As a result, Mr. Feinberg may be deemed to beneficially own 5,486,429 shares of Common Stock, or 7.2% of the shares of Common Stock deemed issued and outstanding.

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