| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 10/1/20 |
| Issuer: |
| Issuer CIK: 1438231 |
| Issuer Name: Digimarc CORP |
| Issuer Trading Symbol: DMRC |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1536534 |
| | Owner Name: mccormack riley |
| Reporting Owner Address: |
| | Owner Street 1: 26 TAHITI BEACH ISLAND ROAD |
| | Owner Street 2: |
| | Owner City: CORAL GABLES |
| | Owner State: FL |
| | Owner ZIP Code: 33143 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1827235 |
| | Owner Name: TCM Strategic Partners L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 26 TAHITI BEACH ISLAND ROAD |
| | Owner Street 2: |
| | Owner City: CORAL GABLES |
| | Owner State: FL |
| | Owner ZIP Code: 33143 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1827269 |
| | Owner Name: TCM Strategic GP LLC |
| Reporting Owner Address: |
| | Owner Street 1: 26 TAHITI BEACH ISLAND ROAD |
| | Owner Street 2: |
| | Owner City: CORAL GABLES |
| | Owner State: FL |
| | Owner ZIP Code: 33143 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series B Convertible Preferred Stock |
| | Conversion or Exercise Price: |
| | | Value: 14.37 |
| | Transaction Date: |
| | | Value: 10/1/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 16,970 |
| | | Transaction Price Per Share: |
| Value: 1,000 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,180,932 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,180,932 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F2 |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F2 |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Owner Signature: |
| Signature Name: TCM Strategic Partners L.P., By: TCM Strategic GP LLC, its general partner, By: /s/ Riley McCormack, its manager |
| Signature Date: 10/5/20 |
| Owner Signature: |
| Signature Name: TCM Strategic GP LLC, By: /s/ Riley McCormack, its manager |
| Signature Date: 10/5/20 |
| Owner Signature: |
| Signature Name: /s/ Riley McCormack |
| Signature Date: 10/5/20 |
