Cineverse Corp. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cinedigm Digital Cinema Corp. (CIDM)
CIK: 0001173204
Period of Report: 2011-08-17

Reporting Person: LOFFREDO GARY S (Director, Pres Digital Cinema, GC & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-17	Class A Common Stock	M	90000	—	Acquired	172172	Direct
2011-12-29	Class A Common Stock	F	9172	$1.46	Disposed	163000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-17	Restricted Stock Units	$	M	90000	Disposed		Class A Common Stock (90000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to buy)	$5.00	2012-02-28	Class A Common Stock (20000)	20000	Direct
Stock Option (Right to buy)	$2.50	2012-12-18	Class A Common Stock (20000)	20000	Direct
Stock Option (Right to buy)	$5.00	2013-11-04	Class A Common Stock (50000)	50000	Direct
Stock Option (Right to buy)	$3.60	2015-01-13	Class A Common Stock (40000)	40000	Direct
Stock Option (Right to buy)	$10.25	2016-03-08	Class A Common Stock (10000)	10000	Direct
Stock Option (Right to buy)	$5.16	2017-10-18	Class A Common Stock (10000)	10000	Direct
Stock Option (Right to buy)	$1.37	2019-08-11	Class A Common Stock (40000)	40000	Direct
Stock Option (Right to buy)	$1.37	2019-10-21	Class A Common Stock (90000)	90000	Direct
Stock Option (Right to buy)	$1.40	2020-06-11	Class A Common Stock (64795)	64795	Direct
Restricted Stock Units	$		Class A Common Stock (35000)	35000	Direct
Stock Option (Right to buy)	$1.49	2021-08-16	Class A Common Stock (225000)	225000	Direct
Stock Option (Right to buy)	$3.00	2021-08-16	Class A Common Stock (75000)	75000	Direct

Footnotes

F1: The option vested in three equal annual installments commencing February 28, 2003.

F2: The option vested in three equal annual installments commencing December 18, 2003.

F3: Of such options, one-third vested on November 4 of each of 2004 and 2005 and the remaining vested on March 8, 2006.

F4: The option vested in three equal annual installments commencing October 18, 2008.

F5: The option vests in three equal annual installments commencing June 11, 2011.

F6: Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Common Stock; however, the Issuer has the discretion to settle in Common Stock or cash or a combination thereof.

F7: The vesting date was amended to August 17, 2011.

F8: Vesting may accelerate as follows: (a) On 4/23/10, 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date; and (b) On 4/23/11, 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date.

F9: One-fourth of the options vest on August 17 of each of 2012, 2013, 2014 and 2015.

F10: Shares were surrendered to the Issuer in payment of tax liability upon vesting in accordance with the terms of the Issuer's Second Amended and Restated 2000 Equity Incentive Plan.