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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MURDOCK JERRY
2. Issuer Name and Ticker or Trading Symbol

DIVX INC [ DIVX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O INSIGHT CAPITAL PARTNERS, 680 FIFTH AVE 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/14/2008
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/17/2008 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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
Common Stock   11/30/2007   (3)   S    2000000   (3) D $16.4   316632   (3) I   See Footnote   (1)

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 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 Option (right to buy)   (4) $6.89   (4) 3/14/2008        15000         (2) 3/14/2018   (4) Common Stock   15000   $0   15000   D    

Explanation of Responses:
( 1)  Includes shares owned by Insight Venture Partners V, L.P., Insight Venture Partners (Cayman) V, L.P. and Insight Venture Partners V (Employee Co-Investors), L.P. and indirectly by their general partner, Insight Venture Associates V, L.L.C. Mr. Murdock is a managing member of Insight Venture Associates V, L.L.C. Mr. Murdock shares voting and investment power with respect to these shares. Mr. Murdock disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 2)  25% of the Shares shall vest on 3/14/2009 and 1/48th of the total shares shall vest monthly thereafter over the next 3 years.
( 3)  This transaction was inadvertently reported a second time on the Form 4 filed by Jerry Murdock on 03/17/2008. This transaction was originally reported on the Form 4 filed by Jerry Murdock on 12/04/2007.
( 4)  On the prior filing, the Title of Derivative Security was inadvertently reported as "Incentive Stock Option (right to buy)," the Conversion or Exericise Price of Derivative Security was inadvertently reported as "$0" and the "Expiration Date" was left blank.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MURDOCK JERRY
C/O INSIGHT CAPITAL PARTNERS
680 FIFTH AVE 8TH FLOOR
NEW YORK, NY 10019
X



Signatures
/s/ Jerry Murdock 3/20/2008
** Signature of Reporting Person Date


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 control number.
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