Statement of Changes in Beneficial Ownership (4)
December 15 2020 - 1:42PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
DAVIS BRUCE L |
2. Issuer Name and Ticker or Trading Symbol
Digimarc CORP
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DMRC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
9405 SW GEMINI DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2020 |
(Street)
BEAVERTON, OR 97008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/11/2020 | 12/11/2020 | M | | 150000 | A | $30.50 | 200000 | D | |
Common Stock | 12/11/2020 | 12/11/2020 | F | | 117083 (1) | D | $52.37 (1) | 82917 | D | |
Common Stock | 12/14/2020 | 12/14/2020 | S | | 32917 | D | $50.99 (2) | 50000 | D | |
Series A Redeemable Nonvoting Preferred Stock | | | | | | | | 5000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Qualified Stock Options | $30.50 | 12/11/2020 | 12/11/2020 | M | | | 150000 | 12/1/2017 | 9/1/2027 | Common Stock | 150000 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Represents a "net exercise" of outstanding stock options. The reporting person received 32,917 shares of common stock on net exercise of option to purchase 150,000 shares of common stock. The Company withheld 117,083 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 11, 2020 of $52.37. |
(2) | The price reported on this transaction is an average price. Shares were sold in multiple transactions at prices ranging from $50.25 to $52.15. If requested, the reporting person will provide information regarding the number of shares sold at each separate price within this range to Digimarc, any security holder of Digimarc, or the staff of the Securities and Exchange Commission. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DAVIS BRUCE L 9405 SW GEMINI DRIVE BEAVERTON, OR 97008 | X |
| Chairman and CEO |
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Signatures
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Robert Chamness for Bruce Davis | | 12/15/2020 |
**Signature of Reporting Person | Date |
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