Sec Form 4 Filing - PBC GP III, LLC @ Digital Domain Media Group, Inc. - 2011-11-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 SOUTH FLAGLER DRIVE, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 11/23/2011 (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 11/23/2011 X 4,544,019 A $ 0.01 4,544,019 ( 1 ) D Common Stock 11/23/2011 X 77,731 A $ 0.01 77,731 ( 2 ) D Common Stock 11/23/2011 C 3,422,027 A 3,422,027 ( 4 ) D Common Stock 11/23/2011 X 1,650,530 A $ 0.01 1,650,530 ( 5 ) I See footnote. ( 5 ) Common Stock 11/23/2011 X 2,504,273 A $ 0.01 2,504,273 ( 6 ) D Common Stock 11/23/2011 X 45,782 A $ 0.01 45,782 ( 7 ) D Common Stock 11/23/2011 C 2,187,520 A 2,187,520 ( 9 ) D Common Stock 11/23/2011 X 671,201 A $ 0.01 671,201 ( 10 ) I See footnote. ( 10 ) Common Stock 11/23/2011 S 5,346 D $ 8.5 4,538,673 D Common Stock 11/23/2011 S 91 D $ 8.5 77,640 D Common Stock 11/23/2011 S 1,942 D $ 8.5 1,648,588 D Common Stock 11/23/2011 S 2,946 D $ 8.5 2,501,327 D Common Stock 11/23/2011 S 54 D $ 8.5 45,728 D Common Stock 11/23/2011 S 790 D $ 8.5 670,411 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 Warrant ( 1 ) $ 0.01 11/23/2011 X 4,544,019 11/24/2010 11/24/2020 Common Stock 4,544,019 $ 0 0 D Warrant ( 2 ) $ 0.01 11/23/2011 X 77,731 11/24/2010 11/24/2020 Common Stock 77,731 $ 0 0 D Convertible Securities ( 4 ) ( 4 ) 11/23/2011 C 11/24/2010 ( 4 ) Common Stock 3,422,027 $ 0 0 I See footnote. ( 4 ) Warrant ( 5 ) $ 0.01 11/23/2011 X 1,650,530 12/30/2010 12/30/2020 Common Stock 1,650,530 $ 0 0 D Warrant ( 6 ) $ 0.01 11/23/2011 X 2,504,273 11/24/2010 11/24/2020 Common Stock 2,504,273 $ 0 0 D Warrant ( 7 ) $ 0.01 11/23/2011 X 45,782 11/24/2010 11/24/2020 Common Stock 45,782 $ 0 0 D Convertible Securities ( 9 ) ( 9 ) 11/23/2011 C 11/24/2010 ( 9 ) Common Stock 2,187,520 $ 0 0 D Warrant ( 10 ) $ 0.01 11/23/2011 X 671,201 11/24/2010 11/24/2020 Common Stock 671,201 $ 0 0 I See footnote. ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PBC GP III, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH, FL33401 X PBC Digital Holdings, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH, FL33401 X PBC MGPEF DDH, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH, FL33401 X Signatures /s/ Nathan Ward 11/28/2011 Signature of Reporting Person Date /s/ Nathan Ward 11/28/2011 Signature of Reporting Person Date /s/ Nathan Ward 11/28/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, which held warrants to purchase shares of series A preferred stock, which were convertible into 4,544,019 shares of common stock and which were automatically exercised and converted directly into such number of shares of common stock upon the consummation of the initial public offering of Digital Domain Media Group, Inc. ("DDMG"). PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC Digital Holdings, LLC except to the extent of any pecuniary interest therein. ( 2 )PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, which held warrants to purchase 77,731 shares of common stock, which were automatically exercised into such number of shares of common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC Digital Holdings, LLC except to the extent of any pecuniary interest therein. ( 3 )PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, which converted $9,715,000 amount of a convertible senior note on November 23, 2011, using a formula set forth in the note, resulting in PBC Digital Holdings, LLC's acquisition of 3,422,027 shares of common stock. ( 4 )PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, to which 3,422,027 shares of common stock were issuable upon conversion of a senior note. Such note converted into such number of shares of common stock upon the consummation of the initial public offering of DDMG. 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. ( 5 )PBC GP III, LLC is the sole manager of PBC Digital Holdings II, LLC, which held warrants to purchase 1,650,530 shares of common stock, which were automatically exercised into such number of shares of common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, 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 MGPEF DDH, LLC, which held warrants to purchase shares of series A preferred stock, which were convertible into 2,504,273 shares of common stock and which were automatically exercised and converted directly into such number of shares of common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC MGPEF DDH, LLC except to the extent of any pecuniary interest therein. ( 7 )PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, which held warrants to purchase 45,782 shares of common stock, which were automatically exercised into such number of shares of common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC MGPEF DDH, LLC except to the extent of any pecuniary interest therein. ( 8 )PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, which converted $6,000,000 amount of a convertible senior note on November 23, 2011, using a formula set forth in the note, resulting in PBC Digital Holdings, LLC's acquisition of 2,187,520 shares of common stock. ( 9 )PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, to which 2,187,520 shares of common stock were issuable upon conversion of a senior note. Such note automatically converted into such number of shares of common stock upon the consummation of the initial public offering of DDMG. 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. ( 10 )PBC GP III, LLC is the sole manager of PBC DDH Warrants, LLC, which held warrants to purchase shares of series A preferred stock, which were convertible into 671,201 shares of common stock and which were automatically exercised and converted directly into such number of shares of common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC DDH Warrants, LLC except to the extent of any pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.