Sec Form 4 Filing - PBC GP III, LLC @ Digital Domain Media Group, Inc. - 2012-07-03

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
PBC GP III, LLC
2. Issuer Name and Ticker or Trading Symbol
Digital Domain Media Group, Inc. [ DDMG]
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)
505 S. FLAGLER DRIVE, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
07/03/2012
(Street)
WEST PALM BEACH, FL33401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 07/03/2012 S( 1 ) 2,631 D $ 6.2324 ( 2 ) 7,992,101 ( 3 ) D
Common Stock 07/03/2012 S( 1 ) 1,550 D $ 6.2324 ( 2 ) 4,707,340 ( 4 ) D
Common Stock 07/03/2012 S( 1 ) 1,000 D $ 6.2324 ( 2 ) 3,036,488 ( 5 ) D
Common Stock 07/03/2012 S( 1 ) 219 D $ 6.2324 ( 2 ) 666,554 ( 6 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PBC GP III, LLC
505 S. FLAGLER DRIVE
SUITE 1400
WEST PALM BEACH, FL33401
X
PBC Digital Holdings, LLC
505 S. FLAGLER DRIVE
SUITE 1400
WEST PALM BEACH, FL33401
X
PBC MGPEF DDH, LLC
505 S. FLAGLER DRIVE
SUITE 1400
WEST PALM BEACH, FL33401
X
Signatures
/s/ Nathan Ward, Manager on behalf of PBC GP III, LLC 07/06/2012
Signature of Reporting Person Date
/s/ Nathan Ward, Manager on behalf of PBC Digital Holdings LLC 07/06/2012
Signature of Reporting Person Date
/s/ Nathan Ward, Manager on behalf of PBC MGPEF DDH, LLC 07/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale occurred pursuant to an existing Rule 10b5-1 plan adopted by the Reporting Person.
( 2 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $6.20 to $6.28 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
( 3 )PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, which owns these shares. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC Digital Holdings, LLC except to the extent of any pecuniary interest therein.
( 4 )PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, which owns these shares. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC MGPEF DDH, LLC except to the extent of any pecuniary interest therein.
( 5 )PBC GP III, LLC is the sole manager of PBC Digital Holdings II, LLC, which owns these shares. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC Digital Holdings II, LLC except to the extent of any pecuniary interest therein.
( 6 )PBC GP III, LLC is the sole manager of PBC DDH Warrants, LLC, which owns these shares. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC DDH Warrants, LLC except to the extent of any pecuniary interest therein.

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