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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

mccormack riley
2. Issuer Name and Ticker or Trading Symbol

Digimarc CORP [ DMRC ]
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)

26 TAHITI BEACH ISLAND ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2020
(Street)

CORAL GABLES, FL 33143
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: 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 10/1/2020  P   16970     (1) (1)Common Stock 1180932 $1000 1180932 I (2)See Footnote (2)

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
mccormack riley
26 TAHITI BEACH ISLAND ROAD
CORAL GABLES, FL 33143

X

TCM Strategic Partners L.P.
26 TAHITI BEACH ISLAND ROAD
CORAL GABLES, FL 33143

X

TCM Strategic GP LLC
26 TAHITI BEACH ISLAND ROAD
CORAL GABLES, FL 33143

X


Signatures
TCM Strategic Partners L.P., By: TCM Strategic GP LLC, its general partner, By: /s/ Riley McCormack, its manager10/5/2020
**Signature of Reporting PersonDate

TCM Strategic GP LLC, By: /s/ Riley McCormack, its manager10/5/2020
**Signature of Reporting PersonDate

/s/ Riley McCormack10/5/2020
**Signature of Reporting PersonDate

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