- Statement of Changes in Beneficial Ownership (4)

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	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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * PBC GP III, LLC	2. Issuer Name and Ticker or Trading Symbol Digital Domain Media Group, Inc. [ DDMG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 505 SOUTH FLAGLER DRIVE, SUITE 1400,	3. Date of Earliest Transaction (MM/DD/YYYY) 8/16/2012
(Street) WEST PALM BEACH, FL 33401 (City)        (State)        (Zip)	4. 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 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

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
Common Stock Warrants (right to buy)	$6.00	8/16/2012		A		250000		8/16/2012	8/17/2017	Common Stock	250000	$0	250000	I	See foonotes   (1) (2) (3)
Senior Secured Convertible Note	$6.00	8/16/2012		A		$5000000		8/16/2012	5/6/2017   (4) (5) (6)	Common Stock	833334	$5000000	$5000000	I	See foonotes   (1) (7) (8) (9)
Call Options (obligation to sell)	(10) (11)	8/16/2012		S			0   (10) (11)	6/7/2012	(10) (11)	See footnotes   (10) (11)	(10) (11)	$0   (10) (11)	0   (10) (11)	I	See foonotes   (1) (10) (11)

Explanation of Responses:
( 1)	This statement is being filed by PBC GP III, LLC ("PBC GP III"), PBC Digital Holdings II, LLC ("PBC Digital Holdings II"), 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 GP III, PBC Digital Holdings II, 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 (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.
( 3)	PBC GP III, Palm Beach Capital Fund III, Palm Beach Capital GP III and each of the Principals (as defined below) 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. Each of Messrs. Harpel, Schmickle, Ward and McGruder (the "Principals") has an ownership interest in (i) PBC III Principals Fund, L.P. ("PBC Principals Fund"), which has ownership interests in PBC Digital Holdings II and (ii) PBC GP III, which is the sole manager of PBC Digital Holdings II. PBC GP III is also the general partner of PBC Principals Fund.
( 4)	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 5)
( 5)	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.
( 6)	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.
( 7)	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.
( 8)	PBC Digital Holdings II beneficially owns directly the Note and the 833,334 shares of Common Stock issuable upon conversion of the Note.
( 9)	PBC GP III, 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.
( 10)	PBC Digital Holdings II also entered into separate letter agreements (each a "Call Agreement" and collectively, "Call Agreements") with each of Parsoon Special Situation Ltd., Tenor Special Situations Fund, L.P., Tenor Opportunity Master Fund, Ltd., Hartz Capital Investments, LLC, Empery Asset Master, Ltd. and Hudson Bay Master Fund Ltd. (each an "Investor" and collectively, "Investors") in which it granted to each Investor the option to require PBC Digital Holdings II to sell all of the Note that remains outstanding at the time such a call is exercised to the Investors for an aggregate purchase price equal to the then-outstanding principal amount of all, but not less than all, (Continued in Footnote 10)
( 11)	of the Note plus any accrued and unpaid interest, late charges, fees, costs, expenses and other amounts due and payable thereon. Copies of the Call Agreements were filed as exhibits to Amendment No. 2 to the Statement of Beneficial Ownership on Schedule 13D filed jointly by PBC GP III, PBC Digital Holdings, LLC ("PBC Digital Holdings"), PBC MGPEF DDH, LLC ("PBC MGPEF DDH"), PBC Digital Holdings II and PBC DDH Warrants, LLC with the Securities and Exchange Commission on August 21, 2012.

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 GP III, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH, FL 33401	X	X
PBC Digital Holdings II, 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 GP III, LLC		8/22/2012
** Signature of Reporting Person		Date
/s/ Nathan Ward, Manager, on behalf of PBC Digital Holdings II, 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 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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