Sandeep Dadlani Form 4 Digimarc / Sandeep Dadlani 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^*

Dadlani Sandeep

(Last) (First) (Middle)

9405 SW GEMINI DRIVE

(Street)

BEAVERTON OR 97008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Digimarc CORP [ DMRC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021

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	05/04/2021	05/04/2021	P		100	A	$32.95	5,675	D
Common Stock	05/05/2021	05/05/2021	P		200	A	$32.98(1)	9,180	D
Common Stock	05/05/2021	05/05/2021	P		300	A	$31.95(2)	9,480	D
Common Stock	05/05/2021	05/05/2021	P		200	A	$30.59(3)	9,680	D
Common Stock	05/06/2021	05/06/2021	P		100	A	$30.28	9,780	D
Common Stock	05/24/2021	05/24/2021	S		200(4)	D	$32.77	9,580	D
Common Stock	05/27/2021	05/27/2021	S		100(4)	D	$35.11	9,480	D
Common Stock	05/28/2021	05/28/2021	S		300(4)	D	$36.01	9,180	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

Explanation of Responses:

1. The price reported on this transaction is an average price. Shares were purchased in multiple transactions at prices ranging from $32.90 to $33.07. If requested, the reporting person will provide information regarding the number of shares purchased at each separate price within this range to Digimarc, any security holder of Digimarc, or the staff of the Securities and Exchange Commission.

2. The price reported on this transaction is an average price. Shares were purchased in multiple transactions at prices ranging from $31.89 to $32.00. If requested, the reporting person will provide information regarding the number of shares purchased at each separate price within this range to Digimarc, any security holder of Digimarc, or the staff of the Securities and Exchange Commission.

3. The price reported on this transaction is an average price. Shares were purchased in multiple transactions at prices ranging from $30.53 to $30.65. If requested, the reporting person will provide information regarding the number of shares purchased at each separate price within this range to Digimarc, any security holder of Digimarc, or the staff of the Securities and Exchange Commission.

4. The reporting person's sale of Digimarc Corporation common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 600 shares, with the reporting person's purchase of 900 shares of Digimarc Corporation common stock at an average price of $31.80 per share during the period of May 4-6, 2021. The reporting person has agreed to pay to Digimarc Corporation, upon settlement of the sale, $2,131.22, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

Remarks:

(5) The holdings reported on this reporting person's Form 4 filed on June 7, 2021 failed to include the effect of the transactions reported herein.

	/s/ Robert Chamness, Attorney-in-Fact	06/28/2021
	** 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).
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