CUSIP No. 25389M901
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Page 1 of 10 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Information to be included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2
(Amendment No. 3)
DIGITALGLOBE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
25389M901
(CUSIP Number)
April 30, 2010
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed
:
ý
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
(Continued on following pages)
CUSIP No. 25389M901
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON
Beach Point Capital Management LP (“Beach Point LP”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(
a)
¨
(b)
ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
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6
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SHARED VOTING POWER
1,418,713 **see Note 1**
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OWNED BY
EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
1,418,713 **see Note 1**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,418,713 **see Note 1**
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.11%
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12
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TYPE OF REPORTING PERSON
IA
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSON
Beach Point GP LLC (“Beach Point LLC”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
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6
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SHARED VOTING POWER
1,418,713 **see Note 1**
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OWNED BY
EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
1,418,713 **see Note 1**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,418,713 **see Note 1**
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.11%
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12
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TYPE OF REPORTING PERSON
HC
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Page 4 of 10 Pages
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ITEM 1.
(a) Name of Issuer: DigitalGlobe, Inc.
(b) Address of Issuer’s Principal Executive Offices:
1601 Dry Creek Drive, Suite 260
Longmont, Colorado 80503
ITEM 2.
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(a)
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Name of Person Filing:
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Beach Point Capital Management LP (“Beach Point LP”)
Beach Point GP LLC (“Beach Point LLC”)
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(b) Address of Principal Business Office:
c/o Beach Point Capital Management LP
1620 26th Street
Suite 6000N
Santa Monica, California 90404
(c) Citizenship:
Beach Point LP Delaware
Beach Point LLC Delaware
(d) Title of Class of Securities: Common Stock, par value $0.001 per share
(e) CUSIP Number: 25389M901
ITEM 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(i) Beach Point LP
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ý
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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ý
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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Page 5 of 10 Pages
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ITEM 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
1,418,713 by each reporting person**see Note 1**
(b)
Percent of class:
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3.11%, based on 45,663,432 shares of Common Stock, par value $0.001 per share of the Issuer outstanding as of April 30, 2010.
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(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
0
(ii)
Shared power to vote or to direct the vote:
1,418,713 by each reporting person**see Note 1**
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
1,418,713 by each reporting person**see Note 1**
** Note 1**
Beach Point LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to certain of Beach Point LP’s clients (the “Clients”). In its role as investment adviser, Beach Point LP possesses voting and investment power over the shares of Common Stock of the Issuer described in this schedule that are owned by the Clients, and may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer held by the Clients. However, all securities reported in this schedule are owned by the Clients. Beach Point LP disclaims beneficial ownership of such securities.
Beach Point LLC is the sole general partner of Beach Point LP. As a result, Beach Point LLC may be deemed to share beneficial ownership of the shares of Common Stock of the Issuer held by the Clients. Beach Point LLC disclaims beneficial ownership of such securities.
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Page 6 of 10 Pages
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ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
þ
.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
While Beach Point LP and Beach Point LLC may each be deemed the beneficial owner of the shares of Common Stock of the Issuer, each of the reporting persons is the beneficial owner of such stock on behalf of the numerous Clients who have the right to receive and the power to direct the receipt of dividends from, or the proceeds of the sale of, such Common Stock. To the knowledge of each of the reporting persons, no such Client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock of the Issuer.
ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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See Exhibit I
ITEM 8. Identification and Classification of Members of the Group
Not applicable
ITEM 9. Notice of Dissolution of Group
Not applicable
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Page 7 of 10 Pages
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ITEM 10. Certifications
By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 7, 2010
BEACH POINT CAPITAL MANAGEMENT LP
By:
/s/ Lawrence M. Goldman
Name: Lawrence M. Goldman
Title: Chief Administrative Officer and General Counsel
BEACH POINT GP LLC
By:
/s/ Carl Goldsmith
Name: Carl Goldsmith
Title: Managing Member
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Page 9 of 10 Pages
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EXHIBIT INDEX
Exhibit I - Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Exhibit II - Joint Filing Agreement (incorporated by reference to Exhibit II to Schedule 13G filed by Beach Point LP and Beach Point LLC on January 29, 2010).
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Page 10 of 10 Pages
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EXHIBIT I
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Beach Point GP LLC is the sole general partner and therefore control person of Beach Point Capital Management LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.