Sec Form 4 Filing - O'Dowd William IV @ DOLPHIN DIGITAL MEDIA INC - 2016-03-04

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 O'Dowd William IV 2. Issuer Name and Ticker or Trading Symbol DOLPHIN DIGITAL MEDIA INC [ DPDM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O DOLPHIN DIGITAL MEDIA, INC., 2151 LE JEUNE ROAD, SUITE 150-MEZZANINE 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2016 (Street) CORAL GABLES, FL33134 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 03/04/2016 J 614,682 ( 1 ) A 614,682 ( 1 ) I By Dolphin Entertainment, Inc. Common Stock 09/15/2016 P 100 A $ 6.75 950,169 ( 1 ) D Common Stock 1,242,104 ( 1 ) I By Dolphin Digital Media Holdings, LLC

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 Series B Convertible Preferred Stock ( 3 ) ( 4 ) 03/07/2016 J( 3 ) 115,000 ( 1 ) ( 4 ) ( 4 ) Common Stock 115,000 ( 1 ) ( 5 ) 2,185,000 ( 1 ) ( 4 ) I By Dolphin Entertainment, Inc.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Dowd William IV C/O DOLPHIN DIGITAL MEDIA, INC. 2151 LE JEUNE ROAD, SUITE 150-MEZZANINE CORAL GABLES, FL33134 X X Chief Executive Officer Signatures /s/ William O?Dowd IV 09/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer completed a 20-to-1 reverse stock split effective May 10, 2016. The amount stated represents the post-split adjusted amount. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. ( 2 )On March 4, 2016, the Issuer entered into a debt-for-equity exchange with Dolphin Entertainment, Inc., an entity wholly owned by the Reporting Person. Pursuant to the exchange, $3,073,410 in aggregate amount of principal and interest was exchanged at $5.00 per share, for 614,682 shares of Common Stock. ( 3 )On March 7, 2016, a merger was completed among the Issuer, DDM Merger Sub, Inc., Dolphin Entertainment, Inc. and Dolphin Films, Inc., pursuant to which the Issuer acquired Dolphin Films Inc. (the ?Merger?). As part of the Merger consideration, the Issuer issued 115,000 shares of Series B Convertible Preferred Stock to Dolphin Entertainment, Inc. ( 4 )Each share of Series B Convertible Preferred Stock is convertible into nineteen (19) shares of Common Stock at any time and has no expiration date ( 5 )The shares of Series B Convertible Preferred Stock were received in exchange for shares of Dolphin Films, Inc. in connection with the Merger.

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