Stephanie Georges Form 4 DIGITALGLOBE / Stephanie Comfort ownership change

SEC Form 4

FORM 4

UNITED 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

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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^*

Comfort Stephanie

(Last) (First) (Middle)

1300 W. 120TH AVENUE

(Street)

WESTMINSTER CO 80234

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGITALGLOBE, INC. [ DGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Strategy, Comms and Mktg

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/06/2016		M		2,200(1)	A	$0.00	39,061(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Rights	(3)	06/06/2016		M			2,200	(3)	02/17/2020	Common Stock	2,200	$0.00	8,800	D

Explanation of Responses:

1. Represents restricted stock units which are scheduled to vest in full on the one year anniversary of the grant date, subject to the Reporting Person's continued employment. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. Includes an aggregate of 35,001 shares represented by restricted share units which are scheduled to vest, subject to the Reporting Person's continued employment. Each restricted share unit represents a contingent right to receive one share of the Issuer's common stock.

3. These performance rights were granted on February 17, 2016 and vest at specified percentages upon achieving specified stock price targets (based on a 45-day trailing average stock price) during a four-year measurement period. On June 6, 2016, the Reporting Person was entitled to receive 20% of the target shares subject to these performance rights as a result of the Issuer's common stock achieving the specified stock price. Each performance right represents a contingent right to receive one share of the Issuer's common stock, subject to an additional one-year time-based vesting requirement for any portion of the award that is earned during the first three years of the measurement period.

Remarks:

	/s/ Patricia A. Lamm, attorney-in-fact	06/08/2016
	** 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.
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