Cineverse Corp. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cinedigm Digital Cinema Corp. (CIDM)
CIK: 0001173204
Period of Report: 2012-02-29

Reporting Person: Mizel Adam (Director, COO and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Class A Common Stock	J	10436	—	Disposed	1318061	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	294800	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.37	2015-08-11	Class A Common Stock (450000)	450000	Direct
Stock Option (right to buy)	$1.49	2021-08-16	Class A Common Stock (375000)	375000	Direct
Stock Option (right to buy)	$3.00	2021-08-16	Class A Common Stock (125000)	125000	Direct

Footnotes

F1: Securities are held by Aquifer Opportunity Fund, L.P. ("Aquifer Fund"), of which Aquifer GP, LP is a general partner. The Reporting Person is the managing member of the general partner and disclaims beneficial ownership of such securities.

F2: On February 29, 2012, Aquifer Fund distributed such shares in-kind to a redeeming investor.

F3: Vesting may accelerate as follows: (a) on 8/11/10, 1/3 of the options will vest if the Class A Common Stock (the "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 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; or (b) on 8/11/11, 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.

F4: One-fourth of the options vest on August 17 of each of 2012, 2013, 2014 and 2015.