UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12 23, 2012

Digital Domain Media Group, Inc.

Florida	001-35325	27-0449505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

Florida	001-35325	27-0449505
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10250 SW Village Parkway, Port St. Lucie, Florida		34987
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (772) 345-8000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On In ~~September~~connection ~~12,~~with ~~2012,~~its ~~the~~ongoing ~~United~~Chapter ~~States~~11 case in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), ~~authorized~~ Digital Domain Media Group, Inc. (the “Company”) conducted, pursuant to ~~obtain~~bid ~~secured~~procedures ~~financing~~approved by the Bankruptcy Court (the “~~DIP~~Bid ~~Financing~~Procedures”), on an ~~interim~~auction ~~basis~~under ~~pursuant~~Section to363 ~~that~~of ~~certain~~the ~~Priming~~federal ~~Superpriority~~Bankruptcy ~~Debtor-in-Possession~~Code ~~Credit~~for ~~Facility~~the ~~Term~~sale ~~Sheet~~of certain assets, ~~dated~~and asannounced ofon September 1123, 2012, bythat ~~and~~a ~~among~~joint ~~the~~venture, ~~Debtors~~led ~~identified~~by ~~therein~~Galloping ~~and~~Horse ~~Hudson~~America, ~~Bay Master Fund Ltd~~LLC, in ~~its~~partnership ~~capacity~~with asReliance ~~agent~~MediaWorks on(USA), ~~behalf~~Inc. ~~of certain lenders~~ (~~the~~ “~~DIP~~Galloping ~~Term~~Horse ~~Sheet~~– Reliance”)~~. The~~, ~~DIP~~submitted ~~Financing will be provided by~~ the ~~Company’s~~winning ~~existing~~bid ~~senior~~to ~~noteholders. By~~acquire ~~orders~~all ~~entered~~assets byconstituting the ~~Bankruptcy~~businesses ~~Court~~of onDigital ~~September~~Domain 12Productions, ~~2012,~~Inc. ~~the~~(“Digital ~~Company has been authorized to borrow up to $11~~Domain”),~~789,000~~ ~~through~~and ~~the~~certain ~~date~~ of aits ~~final~~operating ~~hearing on October 1~~subsidiaries, ~~2012,~~for ~~subject~~a topurchase ~~the~~price ~~achievement~~ of ~~certain~~$30.2 ~~milestones~~million in (the ~~bankruptcy~~“Proposed ~~case~~Sale”). ~~The~~A ~~DIP~~copy ~~Financing is secured by substantially all~~ of the ~~assets~~press ~~of the Company. Assuming that the DIP Financing is approved at the final hearing~~release, ~~the~~dated ~~maturity~~September ~~date of the facility shall be December 31~~23, 2012~~. The~~, ~~DIP~~announcing ~~Financing must be prepaid in~~ the ~~event~~winning ofbidder ~~any~~is ~~sales~~attached ofhereto ~~assets~~as byExhibit ~~the Company outside the ordinary course of business~~99. ~~The~~1 ~~DIP Financing contains standard terms~~ and ~~conditions~~is ofincorporated aherein ~~financing~~by ~~of this type~~reference. ~~All material documents relating to the DIP Financing are on file with the Bankruptcy Court.~~

~~The~~On ~~foregoing~~September ~~description~~25, of2012, the ~~DIP~~Bankruptcy ~~Term~~Court ~~Sheet~~issued ~~does~~an ~~not~~order ~~purport~~approving tothe beProposed ~~complete~~Sale and isan ~~subject~~asset ~~to,~~purchase agreement (the “Asset Purchase Agreement”) between the Company and ~~qualified~~Galloping inHorse-Reliance ~~its~~was ~~entirety~~executed. Under bythe Asset Purchase Agreement, the ~~full~~Company ~~text~~agreed to sell the assets (the “Assets”) of Digital Domain and its operating subsidiaries in the ~~DIP~~United ~~Term~~States ~~Sheet~~and Canada, ~~which~~including isMothership ~~attached~~Media, ~~hereto~~Inc. as(“Mothership”), ~~Exhibit~~to 10Galloping Horse – Reliance.1 The transactions contemplated by the Asset Purchase Agreement were consummated on September 27, 2012; upon such consummation, Digital Domain and ~~incorporated~~Mothership, ~~herein~~and the assets of such other operating subsidiaries, became wholly owned by ~~reference~~Galloping Horse – Reliance.

Item 21.03. ~~Creation~~ Bankruptcy ~~of a Direct Financial Obligation~~ or ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Receivership.

~~(a)~~ The ~~disclosure~~information set forth above under Item 1.01 ~~(Entry into a Material Definitive Agreement)~~ is ~~hereby~~ incorporated by reference into this Item 2 1.03.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As disclosed above in Item 1.01, on September 25, 2012, the Company entered into the Asset Purchase Agreement with Galloping Horse-Reliance with respect to the sale of the Assets. On September 27, 2012, the Company completed the sale of the Assets and received $30.2 million in cash as consideration from Galloping Horse-Reliance for the sale. The sale price for the Assets was determined in accordance with the Bid Procedures.

On July 8, 2011, Digital Domain entered into a Joint Marketing and Production VFX Services Agreement with an affiliate of Reliance MediaWorks (USA), Inc., as disclosed in the Company’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on November 21, 2011, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Joint Marketing and Production VFX Services Agreement”; this agreement was amended by the parties thereto and the Company on August 14, 2012, as disclosed in Item 1.01 of a Current Report on Form 8-K filed by the Company with the SEC on August 20, 2012. On March 30, 2012, the Company entered into an Amended and Restated Formation and Joint Venture Agreement with an affiliate of Galloping Horse America, LLC, as described in Item 1.01 of a Current Report on Form 8-K filed by the Company with the SEC on April 5, 2012.

The information set forth above under Item 1.01 is incorporated by reference into this Item 2.01.

The foregoing description of the terms of the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(db) ~~Exhibit~~ Pro Forma Financial Information.

The ~~following~~pro ~~Exhibit~~forma isfinancial ~~filed~~information asrequired ato ~~part~~be disclosed in connection with the sale of the Assets will be filed subsequently by amendment to this Current Report on Form 8-K:.

Exhibit No.		Description
10.1		Priming Superpriority Debtor-in-Possession Credit Facility Term Sheet, dated as of September 11, 2012, by and among the Debtors identified therein and Hudson Bay Master Fund Ltd, in its capacity as agent on behalf of certain lenders

(d) Exhibits.

The following Exhibits are filed as a part of this Current Report on Form 8-K:

Exhibit No.		Description

2.1		Asset Purchase Agreement, dated as of September 24, 2012, among Digital Domain Media Group, Inc., Galloping Horse America, LLC and the subsidiaries of Digital Domain Media Group, Inc. signatories thereto.
99.1		Press Release, dated September 23, 2012, issued by the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Digital Domain Media Group, Inc.

	Digital Domain Media Group, Inc.


Dated: September 28, 2012	By:	/s/ Edwin C. Lunsford, III
		Edwin C. Lunsford, III
		Senior Vice President and
		General Counsel

Dated: September 20, 2012 By: /s/ Edwin C. Lunsford, III

Edwin C. Lunsford, III

Senior Vice President and

General Counsel

EXHIBIT INDEX

Exhibit No.		Description
10.1		Priming Superpriority Debtor-in-Possession Credit Facility Term Sheet, dated as of September 11, 2012, by and among the Debtors identified therein and Hudson Bay Master Fund Ltd, in its capacity as agent on behalf of certain lenders
2.1		Asset Purchase Agreement, dated as of September 24, 2012, among Digital Domain Media Group, Inc., Galloping Horse America, LLC and the subsidiaries of Digital Domain Media Group, Inc. signatories thereto.
99.1		Press Release, dated September 23, 2012, issued by the Company.

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