Sec Form 4 Filing - Xu Peixin @ Cinedigm Corp. - 2020-12-24

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
Xu Peixin
2. Issuer Name and Ticker or Trading Symbol
Cinedigm Corp. [ CIDM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
40 LIANGMAQIAO ROAD,, 21ST CENTURY PLAZA B-609
3. Date of Earliest Transaction (MM/DD/YY)
12/24/2020
(Street)
BEIJING, F4100125
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 12/24/2020 S 2,961,628 ( 1 ) D $ 0.65 40,868,165 I ( 4 ) See footnote
Class A Common Stock 12/28/2020 S 1,831,918 ( 1 ) D $ 0.63 39,036,247 I ( 4 ) See footnote
Class A Common Stock 12/30/2020 S 4,358,727 ( 2 ) D $ 0.62 34,677,520 I ( 4 ) See footnote ( 3 )
Class A Common Stock 12/31/2020 S 3,865,387 ( 2 ) D $ 0.61 30,812,133 ( 3 ) I ( 4 ) See footnote ( 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
Xu Peixin
40 LIANGMAQIAO ROAD,
21ST CENTURY PLAZA B-609
BEIJING, F4100125
X X
Signatures
/s/ Peixin Xu 01/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Representing an aggregate 4,793,546 shares of Class A Common Stock that Huatai (defined below) sold in open market.
( 2 )Representing an aggregate 8,224,114 shares of Class A Common Stock that Bison Global (defined below) sold in open market.
( 3 )Including (i) 3,900,000 shares of Class A common stock owned by Bison Entertainment Investment Limited ("BEIL"), (ii) 74,712 shares of Class A common stock issued as part of the annual retainer for board service by the reporting person; (iii) 6,666,667 shares, held by Bison Global (defined below); (iv) 9,005,772 shares held by MingTai (defined below); (v) 7,266,367 shares of Class A common stock held by Shangtai (defined below), and (vi) 3,898,615 shares of Class A common stock held by Antai Investment LP, a Cayman Islands registered limited partnership, and the manager of its general partner is controlled by Mr. Peixin Xu, who acquired the shares pursuant to the April Stock Purchase Agreement.
( 4 )The Reporting Person through his control of Bison Finance Group Limited ("BFGL"), which is a Hong Kong listed company and BFGL's subsidiaries, indirectly manages Bison Global Investment SPC for and on behalf of Bison Global Investment SPC-Bison Global No. 1 ("Bison Global"), Huatai Investment LP ("Huatai"), Antai Investment LP ("Antai"), Mingtai Investment LP ("Mingtai") and Shangtai Asset Management LP ("Shangtai", collectively with Bison Global, Huatai, Antai, Mingtai and Shangtai, the "April investors"). BEIL is a wholly-owned subsidiary of BEMG which is wholly owned by Bison Capital Holding Company Limited ("Bison Capital"). Ms. Fengyun Jiang is the shareholder of 100% ownership of Bison Capital and also spouse of Mr. Xu and therefore beneficially holds the Issuer's outstanding common stock through Bison Capital's ownership of BEIL. Mr. Xu, being Ms. Jiang's husband indirectly beneficially holds the Issuer's outstanding common stock as set forth in this Form 4.

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