Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DAVIDOFF ROBERT
   2. Issuer Name and Ticker or Trading Symbol
Cinedigm Digital Cinema Corp. [CIDM] 		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 CMNY CAPITAL LP, 137 EAST 57TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/09/2010
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Class A Common Stock 05/09/2010   M   6,897 A (6) 25,460 D  
Class A Common Stock               338,496 I See footnote. (1)

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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 Underlying Securities
(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-Employee Stock Option (Right to buy) $ 12.5               (2) 09/21/2010 Class A Common Stock 2,000   2,000 D  
Non-Employee Stock Option (Right to buy) $ 5               (3) 02/14/2013 Class A Common Stock 2,000   2,000 D  
Non-Employee Stock Option (Right to buy) $ 5               (4) 03/17/2014 Class A Common Stock 5,000   5,000 D  
Non-Employee Stock Option (Right to buy) $ 6.4             03/08/2006 06/09/2015 Class A Common Stock 10,000   10,000 D  
Non-Employee Stock Option (Right to buy) $ 12.93             09/14/2006 03/31/2016 Class A Common Stock 10,000   10,000 D  
Non-Employee Stock Option (Right to buy) $ 7.55               (5) 06/25/2017 Class A Common Stock 10,000   10,000 D  
Restricted Stock Units (6) 05/09/2010   M     6,897   (7)   (7) Class A Common Stock 6,897 (6) 6,896 D  
Restricted Stock Units (6)               (8)   (8) Class A Common Stock 23,334   23,334 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAVIDOFF ROBERT
C/O CMNY CAPITAL LP
137 EAST 57TH STREET
NEW YORK, NY 10022		   X      

Signatures

 /s/ Gary S. Loffredo as Attorney-in-Fact   05/11/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares owned by CMNY Capital II, L.P. ("CMNY"). The Reporting Person is a Managing Director of Carl Marks & Co., Inc., the General Partner of CMNY.
(2) The option vested in three equal annual installments commencing September 21, 2001.
(3) The option vested in three equal annual installments commencing February 14, 2004.
(4) Of such options, one-third vested on March 17, 2005 and the remaining vested on March 8, 2006.
(5) The option vests in three equal annual installments commencing June 25, 2008.
(6) Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Class A Common Stock; however, the Issuer has the discretion to settle in Class A Common Stock or cash or a combination thereof.
(7) The RSUs vest in three equal annual installments commencing May 9, 2009.
(8) The RSUs vest in three equal annual installments commencing April 23, 2010.

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