Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MADISON THOMAS F	2. Issuer Name and Ticker or Trading Symbol DIGITAL RIVER INC /DE [ DRIV ]	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 DIGITAL RIVER INC., 10380 BREN ROAD WEST	3. Date of Earliest Transaction (MM/DD/YYYY) 2/12/2015
(Street) MINNETONKA, MN 55343-9072 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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	2/12/2015		U		75974	D	$26.00   (1)	0	D
Common Stock	2/12/2015		U		2892	D	$26.00   (1)	0	I	by Thomas F. Madison Profit Sharing Plan
Common Stock	2/12/2015		U		1005	D	$26.00   (1)	0	I	by A. Gatzlaff Trust   (2)
Common Stock	2/12/2015		U		1000	D	$26.00   (1)	0	I	by C. Madison Trust   (2)
Common Stock	2/12/2015		U		1005	D	$26.00   (1)	0	I	by E. Madison Trust   (2)
Common Stock	2/12/2015		U		1700	D	$26.00   (1)	0	I	by J. Gatzlaff Trust   (2)
Common Stock	2/12/2015		U		1000	D	$26.00   (1)	0	I	by L. Madison Trust   (2)
Common Stock	2/12/2015		U		1505	D	$26.00   (1)	0	I	by M. Madison Trust   (2)
Common Stock	2/12/2015		U		1005	D	$26.00   (1)	0	I	by S. Madison Trust   (2)
Common Stock	2/12/2015		U		1005	D	$26.00   (1)	0	I	by T. Madison Trust   (2)
Common Stock	2/12/2015		U		1005	D	$26.00   (1)	0	I	by J. Madison Trust   (2)

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

Explanation of Responses:
( 1)	Pursuant to the Agreement and Plan of Merger, dated October 23, 2014, by any among Danube Private Holdings II, LLC, Danube Private Acquisition Corp. and Digital River, Inc. ("DRIV") (the "Merger Agreement"), immediately prior to the effective time of the merger, each share of common stock of DRIV issued and outstanding and each share of outstanding unvested restricted stock was cancelled and was converted into the right to receive the per share merger consideration ($26.00 per share). Each performance share award that is outstanding and vested immediately prior to the effective time of the merger was cancelled and was converted into the right to receive the per share merger consideration.
( 2)	These securities are held in a trust for the benefit of the reporting person's grandchildren. The reporting person disclaims beneficial ownership of these securities, and the filing of this report should not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MADISON THOMAS F C/O DIGITAL RIVER INC. 10380 BREN ROAD WEST MINNETONKA, MN 55343-9072	X

Signatures
/s/ Kevin L. Crudden as Attorney-in-Fact for Thomas F. Madison pursuant to Power of Attorney previously filed.		2/17/2015
** 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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