- Statement of Changes in Beneficial Ownership (4)
November 01 2011 - 8:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
*
Barnes Gerald P
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2. Issuer Name
and
Ticker or Trading Symbol
DDI CORP
[
DDIC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP - Sales
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(Last)
(First)
(Middle)
C/O DDI. CORP., 1220 N. SIMON CIRCLE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/28/2011
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(Street)
ANAHEIM, CA 92806
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/28/2011
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M
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21198
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A
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(1)
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53013
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D
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Common Stock
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10/28/2011
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F
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7776
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D
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$9.19
(2)
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45237
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Share Units
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(3)
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11/30/2010
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A
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194
(3)
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(3)
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(3)
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Common Stock
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194
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(3)
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20496
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D
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Restricted Share Units
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(3)
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3/30/2011
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A
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196
(3)
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(3)
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(3)
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Common Stock
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197
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(3)
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20692
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D
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Restricted Share Units
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(3)
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6/30/2011
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A
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217
(3)
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(3)
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(3)
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Common Stock
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217
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(3)
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20909
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D
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Restricted Share Units
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(3)
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9/30/2011
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A
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289
(3)
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(3)
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(3)
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Common Stock
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289
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(3)
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21198
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D
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Restricted Share Units
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(1)
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10/28/2011
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M
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21198
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(1)
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(1)
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Common Stock
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21198
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(1)
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0
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D
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Explanation of Responses:
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(
1)
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As reported on a Form 4 dated October 28, 2008 and filed on October 30, 2008, the reporting person received a grant of 60,000 Restricted Share Units ("RSUs") on October 28, 2008 pursuant to the DDi Corp. 2005 Stock Incentive Plan, as amended )the "Plan"). The RSUs vest in three equal annual installments beginning on October 28, 2009. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of DDi Corp. common stock. On October 28, 2011, the final one-third of these RSUs vested, resulting in the issuance of 21,198 shares of DDi Corp. common stock.
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(
2)
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In accordance with the terms of the DDi Dorp. 2005 Stock Incentive Plan, 7,776 shares of DDi Corp. common stock were withheld at vesting to cover required tax withholding.
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(
3)
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The number of derivative securities beneficially owned reflects additional RSUs issued in conjunction with cash dividends paid on the applicable transaction date. RSUs awarded under the Plan are entitled to receive dividend equivalents with respect to the payment of cash dividends on Common Stock. Dividend equivalents are paid by crediting the recipient with additional whole RSUs as of the cash dividend payment date. The number of additional RSUs is determined based on the amount of cash dividends paid with respect to the number of shares of Common Stock represented by the RSUs divided by the Company's closing stock price on the cash dividend payment date. Additional RSUs issued in conjunction with dividends are subject to the same terms and conditions and settled in the same manner and at the same time as the RSUs originally subject to the award.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Barnes Gerald P
C/O DDI. CORP.
1220 N. SIMON CIRCLE
ANAHEIM, CA 92806
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SVP - Sales
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Signatures
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/s/ Kurt E. Scheuerman, Attorney-in-Fact
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11/1/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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