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McCormack Riley, et al. – ‘4’ for 10/1/20 re: Digimarc Corp.

On:  Monday, 10/5/20, at 6:20pm ET   ·   For:  10/1/20   ·   Accession #:  905148-20-1068   ·   File #:  1-34108

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/20  McCormack Riley                   4                      1:8K   Digimarc Corp.                    Sidley Austin LLP/FA
          TCM Strategic Partners L.P.
          TCM Strategic GP LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- form4.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
mccormack riley
(Last)(First)(Middle)
26 TAHITI BEACH ISLAND ROAD
(Street)
CORAL GABLESFL33143
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Digimarc CORP [ DMRC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/1/20
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Convertible Preferred Stock$14.37 10/1/20 P 16,970 (1) (1)Common Stock1,180,932$1,0001,180,932I (2)See Footnote (2)
1. Name and Address of Reporting Person*
mccormack riley
(Last)(First)(Middle)
26 TAHITI BEACH ISLAND ROAD
(Street)
CORAL GABLESFL33143
(City)(State)(Zip)
1. Name and Address of Reporting Person*
TCM Strategic Partners L.P.
(Last)(First)(Middle)
26 TAHITI BEACH ISLAND ROAD
(Street)
CORAL GABLESFL33143
(City)(State)(Zip)
1. Name and Address of Reporting Person*
TCM Strategic GP LLC
(Last)(First)(Middle)
26 TAHITI BEACH ISLAND ROAD
(Street)
CORAL GABLESFL33143
(City)(State)(Zip)
Explanation of Responses:
(1)  These shares of Series B Convertible Preferred Stock ("Series B Shares") are not convertible into shares of Common Stock until the holders of Common Stock (other than the Reporting Persons) approve the issuance of shares of Common Stock upon conversion of the Series B Shares, as required under the listing rules of the Nasdaq Stock Market (the "Shareholder Approval"). Following receipt of the Shareholder Approval and subject to satisfaction of stock exchange listing requirements, the Series B Shares will automatically convert into shares of Common Stock at a conversion price equal to $14.37. The Series B Shares have no expiration date.
(2)  The securities are directly owned by TCM Strategic Partners L.P. ("TCM Partners"). TCM Strategic GP LLC ("TCM GP") is the general partner of TCM Partners. Riley McCormack is the sole manager of TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
TCM Strategic Partners L.P., By: TCM Strategic GP LLC, its general partner, By: /s/ Riley McCormack, its manager 10/5/20
TCM Strategic GP LLC, By: /s/ Riley McCormack, its manager 10/5/20
/s/ Riley McCormack 10/5/20
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    P    Open market or private purchase of non-derivative or derivative security.

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