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 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Faga Martin Clark	2. Issuer Name and Ticker or Trading Symbol DIGITALGLOBE, INC. [ DGI ]	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 DIGITALGLOBE, INC., 1601 DRY CREEK DRIVE, SUITE 260	3. Date of Earliest Transaction (MM/DD/YYYY) 7/31/2013
(Street) LONGMONT, CO 80503 (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	7/31/2013		M		20232	A	$0   (1)	28426	D

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
RSU	$0   (2)	7/31/2013		M			20232   (3) (4)	(5)	(5)	Common Stock	20232   (3) (4)	$0	0	D

Explanation of Responses:
( 1)	Restricted stock units ("RSU"s) convert into common stock on a one-for-one basis.
( 2)	Each RSU represents the right to receive, following vesting, one share of DigitalGlobe common stock. Vested RSUs convert into shares of common stock on a one RSU to one share basis six months after the Reporting Person separated from the GeoEye Board of Directors.
( 3)	On 1/31/2013, each award of GeoEye RSUs outstanding immediately prior to the consummation of the transactions contemplated by the Merger Agreement was converted into the right to receive, on the same terms and conditions as were applicable under such award immediately prior to the consummation of the transactions: (i) a maximum number of shares of DigitalGlobe common stock (rounded down to the nearest whole share) determined by multiplying the number of GeoEye shares subject to such award immediately prior to the Effective Time by 1.137, and (ii) a maximum amount of cash (rounded down to the nearest whole cent) determined by multiplying the number of GeoEye shares subject to such award immediately prior to the effective time by $4.10. Prior to the time of consummation of the transactions, the Reporting Person held 17,738 GeoEye RSUs.
( 4)	In a Form 4 filed on 2/4/2013, Reporting Person over-reported the actual number of RSUs received based on the number of GeoEye RSUs outstanding immediately prior to the consummation of the transaction contemplated by the Merger Agreement, by a de minimus number of shares. As a result, such shares were over-reported in the post-transaction amounts in table II, column 9 of that Form 4. No Forms 4 have been filed subsequent to that Form 4 reporting table II transactions. Beneficially owned shares are hereby updated in table II, columns 5 and 7 on this Form 4 to subtract such over-reported shares.
( 5)	Each DigitalGlobe RSU is subject to the same terms and conditions, including the applicable exercise dates and expiration dates, as were applicable under such award immediately prior to the consummation of the transactions.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Faga Martin Clark C/O DIGITALGLOBE, INC. 1601 DRY CREEK DRIVE, SUITE 260 LONGMONT, CO 80503	X

Signatures
/s/ Nicholas Claassen as Attorney-in-Fact		8/2/2013
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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