Sec Form 4 Filing - Goldwater Charles @ Cinedigm Digital Cinema Corp. - 2011-05-09

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 Goldwater Charles 2. Issuer Name and Ticker or Trading Symbol Cinedigm Digital Cinema Corp. [ CIDM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Pres Media Services Group (Last) (First) (Middle) C/O CINEDIGM DIGITAL CINEMA CORP., 55 MADISON AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2011 (Street) MORRISTOWN, NJ07960 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 Class A Common Stock 05/09/2011 M 100,000 A $ 0 107,500 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 (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 Stock Option (Right to buy) $ 10.07 03/08/2006 08/02/2015 Class A Common Stock 25,000 25,000 D Stock Option (Right to buy) $ 9.98 03/08/2006 10/26/2015 Class A Common Stock 10,000 10,000 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) $ 9.45 ( 1 ) 10/03/2016 Class A Common Stock 10,000 10,000 D Stock Option (Right to buy) $ 5.16 ( 2 ) 10/18/2017 Class A Common Stock 15,000 15,000 D Stock Option (Right to buy) $ 1.37 08/11/2009 08/11/2019 Class A Common Stock 10,000 10,000 D Stock Option (Right to buy) $ 1.37 10/21/2012( 3 ) 10/21/2019 Class A Common Stock 200,000 200,000 D Stock Option (Right to buy) $ 1.4 ( 4 ) 06/11/2020 Class A Common Stock 64,795 64,795 D Restricted Stock Units ( 5 ) 05/09/2011 M 100,000 05/09/2011( 6 ) ( 6 ) Class A Common Stock 100,000 $ 0 0 D Restricted Stock Units ( 5 ) 04/23/2012( 7 ) ( 7 ) Class A Common Stock 50,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goldwater Charles C/O CINEDIGM DIGITAL CINEMA CORP. 55 MADISON AVENUE, SUITE 300 MORRISTOWN, NJ07960 SVP, Pres Media Services Group Signatures /s/ Charles Goldwater 05/10/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests in three equal annual installments commencing October 3, 2007. ( 2 )The option vests in three equal annual installments commencing October 18, 2008. ( 3 )Vesting may accelerate as follows: (a) On 10/21/10, 1/3 of the Options will vest if the Class A Common Stock ("Common Stock") has traded at $2.75 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the Options will vest if the Common Stock has traded at $3.75 or more for a 10-day period during the year ending on such date; or all of the unvested Options will vest if the Common Stock has traded at $5.00 or more for a 10-day period during the year ending on such date; and (b) on 10/21/11, 1/3 of the unvested Options will vest if the Common Stock has traded at $2.75 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested Options will vest if the Common Stock has traded at $3.75 or more for a 10-day period during the two years ending on such date; or all of the unvested Options will vest if the Common Stock has traded at $5.00 or more for a 10-day period during the year ending on such date. ( 4 )The option vests in three equal annual installments commencing June 11, 2011. ( 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 )Vesting may accelerate as follows: (a) On 5/9/09, 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 5/9/10, 1/3 o f 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. ( 7 )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.

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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