- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person * PBC Digital Holdings II, LLC	2. Date of Event Requiring Statement (MM/DD/YYYY) 8/14/2012	3. Issuer Name and Ticker or Trading Symbol Digital Domain Media Group, Inc. [DDMG]
(Last)        (First)        (Middle) 505 SOUTH FLAGLER DRIVE, SUITE 1400	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                            _____ 10% Owner _____ Officer (give title below)          _____ Other (specify below)
(Street) WEST PALM BEACH, FL 33401        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16402483	I	See footnotes   (1) (2) (3) (4) (5) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	8/16/2012	8/17/2017	Common Stock	250000	$6.00	I	See footnotes   (1) (8) (9)
Senior Secured Convertible Note	8/16/2012	5/6/2017   (10) (11) (12)	Common Stock	833334	$6.00	I	See footnotes   (1) (13) (14) (15)

Explanation of Responses:
( 1)	This statement is being filed by PBC Digital Holdings II, LLC ("PBC Digital Holdings II"), PBC DDH Warrants, LLC ("PBC DDH Warrants"), PBC DDH Co-Investors, LLC ("PBC DDH Co-Investors"), Palm Beach Capital Fund III, LP ("Palm Beach Capital Fund III"), James W. Harpel, Michael Schmickle, Nathan Ward, Shaun McGruder and Palm Beach Capital GP III, LP ("Palm Beach Capital GP III", and together with PBC Digital Holdings II, PBC DDH Warrants, PBC DDH Co-Investors, Palm Beach Capital Fund III and Messrs. Harpel, Schmickle, Ward and McGruder, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
( 2)	PBC Digital Holdings II beneficially owns directly 3,036,488 shares of common stock, par value $0.01 per share (the "Common Stock"), of Digital Domain Media Group, Inc. (the "Company").
( 3)	PBC DDH Warrants beneficially owns directly 666,554 shares of Common Stock. PBC DDH Warrants also may be deemed to beneficially own indirectly 7,992,101 shares of Common Stock by reason of the indirect beneficial ownership of PBC DDH Co-Investors of 7,992,101 shares of Common Stock directly beneficially owned by PBC Digital Holdings, LLC ("PBC Digital Holdings"). PBC DDH Warrants and PBC DDH Co-Investors have entered into a contractual arrangement relating to the receipt by PBC DDH Warrants of a "carried interest" in proceeds received by PBC DDH Co-Investors relating to the investment by PBC DDH Co-Investors in PBC Digital Holdings.
( 4)	Each of Messrs. Harpel, Schmickle, Ward and McGruder (the "Principals") may be deemed to beneficially own indirectly 16,402,483 shares of Common Stock by reason of (i) the direct beneficial ownership of 7,992,101 shares of Common Stock by PBC Digital Holdings, (ii) the direct beneficial ownership of 4,707,340 shares of Common Stock by PBC MGPEF DDH, LLC ("PBC MGPEF DDH"), (iii) the direct beneficial ownership of 3,306,488 shares of Common Stock by PBC Digital Holdings II and (iv) the direct beneficial ownership of 666,554 shares of Common Stock by PBC DDH Warrants. (Continued in Footnote 5)
( 5)	Each of the Principals has an ownership interest in (i) PBC III Principals Fund, L.P. ("PBC Principals Fund"), which has ownership interests in each of PBC Digital Holdings, PBC MGPEF DDH, PBC DDH Warrants and PBC Digital Holdings II and (ii) PBC GP III, LLC ("PBC GP III"), which is the sole manager of each of PBC Digital Holdings, PBC MGPEF DDH, PBC DDH Warrants, PBC Digital Holdings II and PBC DDH Co-Investors. Each of the Principals also has an ownership interest in PBC DDH Warrants. PBC GP III is also the general partner of PBC Principals Fund.
( 6)	PBC DDH Co-Investors may be deemed to beneficially own indirectly 7,992,101 shares of Common Stock by reason of the direct beneficial ownership of 7,992,101 shares of Common Stock by PBC Digital Holdings. PBC DDH Co-Investors has an ownership interest in PBC Digital Holdings.
( 7)	Palm Beach Capital Fund III and Palm Beach Capital GP III may be deemed to beneficially own indirectly 11,298,589 shares of Common Stock by reason of (i) the direct beneficial ownership of 7,992,101 shares of Common Stock by PBC Digital Holdings and (ii) the direct beneficial ownership of 3,306,488 shares of Common Stock by PBC Digital Holdings II. Palm Beach Capital Fund III has an ownership interest in each of PBC Digital Holdings and PBC Digital Holdings II, and Palm Beach Capital GP III is the general partner of Palm Beach Capital Fund III.
( 8)	PBC Digital Holdings II beneficially owns directly (i) a warrant to purchase 250,000 shares of Common Stock that was issued to PBC Digital Holdings II (the "Warrant") and (ii) the 250,000 shares of Common Stock issuable upon exercise of the Warrant.
( 9)	Palm Beach Capital Fund III, Palm Beach Capital GP III and each of the Principals may be deemed to beneficially own indirectly (i) the Warrant and (ii) the 250,000 shares of Common Stock issuable upon exercise of the Warrant, in each case, by reason of the direct beneficial ownership thereof by PBC Digital Holdings II.
( 10)	The stated Maturity Date (as defined in the Note) of the Senior Secured Convertible Note issued to PBC Digital Holdings II in the original principal amount of $5 million (the "Note") is May 6, 2017; provided, however, the Maturity Date may be extended at the option of the holder thereof (i) in the event that, and for so long as, an Event of Default (as defined in the Note) shall have occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that is twenty (20) Business Days (as defined in the Note) after the consummation of a Fundamental Transaction (as defined in the Note) in the event that a Fundamental Transaction is publicly announced or a Fundamental Transaction Notice is delivered prior to the Maturity Date, (Continued in Footnote 11)
( 11)	provided further that if the holder thereof elects to convert some or all of this Note pursuant to Section 3 of the Note, and the Conversion Amount (as defined in the Note) would be limited pursuant to Section 3(d) of the Note, the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of the Note, provided further that upon the occurrence of a Price Installment Failure (as defined in the Note), the Maturity Date shall automatically be modified to the earlier of (x) the Maturity Date in effect immediately prior to the initial occurrence of a Price Installment Failure and (y) the later of (x) September 6, 2013, and (y) the ninetieth (90th) calendar day after the date of the such initial Price Installment Failure. A copy of the Note was filed as an exhibit to the Company's Form 8-K filed on August 17, 2012.
( 12)	On each Installment Date (as defined in the Note), the Company is required to pay to the holder of the Note an amount in cash equal to the Installment Amount (as defined in the Note) due on such Installment Date.
( 13)	The Note (as defined below) does not permit the Company to issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.
( 14)	PBC Digital Holdings II beneficially owns directly the Note and the 833,334 shares of Common Stock issuable upon conversion of the Note.
( 15)	Palm Beach Capital Fund III, Palm Beach Capital GP III and each of the Principals may be deemed to beneficially own indirectly (i) the Note and (ii) the 833,334 shares of Common Stock issuable upon conversion of the Note, in each case, by reason of the direct beneficial ownership thereof by PBC Digital Holdings II.

Remarks: Pursuant to an Amended and Restated Investor's Rights Agreement, dated November 24, 2010, by and among PBC Digital Holdings, PBC MGPEF DDH and the Company, PBC Digital Holdings and PBC MGPEF DDH exercised their right to appoint a director to the Board of Directors of the Company by appointing John Nichols on August 14, 2012. PBC Digital Holdings and PBC MGPEF DDH appointed Mr. Nichols on behalf of each of them, all of the Reporting Persons and various other persons and entities and Mr. Nichols has agreed to serve as each Reporting Person's and each such other person's and entity's representative on the Board.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PBC Digital Holdings II, LLC 505 SOUTH FLAGLER DRIVE SUITE 1400 WEST PALM BEACH, FL 33401	X
PBC DDH Warrants, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
PBC DDH Co-Investors, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
Palm Beach Capital Fund III, L.P. 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
HARPEL JAMES W 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
SCHMICKLE MICHAEL L 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
Ward Nathan 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
McGruder Shaun 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X
Palm Beach Capital GP III, LP 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401	X

Signatures
/s/ Nathan Ward, Manager, on behalf of PBC Digital Holdings II, LLC		8/22/2012
** Signature of Reporting Person		Date
/s/ Nathan Ward, Manager, on behalf of PBC DDH Warrants, LLC		8/22/2012
** Signature of Reporting Person		Date
/s/ Nathan Ward, Manager, on behalf of PBC DDH Co-Investors, LLC		8/22/2012
** Signature of Reporting Person		Date
/s/ Nathan Ward, Authorized Person, on behalf of Palm Beach Capital Fund III, LP		8/22/2012
** Signature of Reporting Person		Date
/s/ James W. Harpel		8/22/2012
** Signature of Reporting Person		Date
/s/ Michael Schmickle		8/22/2012
** Signature of Reporting Person		Date
/s/ Nathan Ward		8/22/2012
** Signature of Reporting Person		Date
/s/ Shaun McGruder		8/22/2012
** Signature of Reporting Person		Date
/s/ Nathan Ward, Authorized Person, on behalf of Palm Beach Capital GP III, LP		8/22/2012
** 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 5(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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