SCHEDULE 13D/A: Major Shareholder TCM Strategic Partners and CEO Riley McCormack Update Digimarc Stake

Sentiment:

Beneficial Ownership Update 19 March 2025 8:42 PM

An amended Schedule 13D filing reveals updated beneficial ownership stakes for TCM Strategic Partners L.P. and CEO Riley McCormack in Digimarc Corp., following an in-kind distribution and recent stock grants and purchases.

Summary

TCM Strategic Partners L.P. and TCM Strategic GP LLC beneficially own 2,355,093 shares of Digimarc Common Stock, representing approximately 10.9% of the outstanding shares.
Riley McCormack, President and CEO of Digimarc, beneficially owns 2,451,833 shares, representing approximately 11.4% of the outstanding shares.
The percentage calculations are based on 21,548,579 shares outstanding as of February 21, 2025, plus 19,137 unvested restricted shares/RSUs attributable to Mr. McCormack, totaling 21,567,716 shares.
On March 17, 2025, TCM Partners distributed 1,385,147 shares of Common Stock to its limited partners, including 32,081 shares to TCM Strategic L.P., an entity wholly owned by Mr. McCormack.
Since the last amendment, Riley McCormack was appointed President and Chief Executive Officer of Digimarc on April 12, 2021.
Mr. McCormack received 8,644 restricted shares on April 12, 2021, and an aggregate of 19,469 RSUs for performance goals.
Between March 8 and March 9, 2022, Mr. McCormack personally purchased 30,000 shares for an aggregate purchase price of $732,459.75.
On February 15, 2025, Mr. McCormack was granted 18,160 RSUs upon attainment of certain performance goals.

Sentiment

Score: 6

Explanation: The filing indicates increased alignment between the CEO and shareholders through personal purchases and equity grants, which is generally positive. However, the in-kind distribution by TCM Partners, while not a sale, represents a reduction in their direct fund-level ownership, which could be interpreted neutrally to slightly negative depending on the limited partners' intentions.

Positives

CEO Riley McCormack has increased his personal stake through purchases and grants, aligning his interests with shareholders.
The in-kind distribution by TCM Partners suggests a strategic reallocation of assets rather than a divestment for cash, potentially indicating continued long-term interest from the underlying limited partners.

Negatives

The in-kind distribution by TCM Partners reduced their direct beneficial ownership, although the shares were distributed to limited partners, some of whom may retain their holdings.

Future Outlook

The document primarily details historical ownership changes and management appointments, providing no explicit forward-looking statements or guidance regarding the company's future performance or strategic direction beyond the implications of the CEO's increased stake.

Management Comments

Mr. McCormack was granted 8,644 shares of restricted stock on April 12, 2021, in connection with his appointment as President and Chief Executive Officer of the Issuer.
Since the filing of Amendment No. 1, on April 12, 2021, Mr. McCormack was appointed as President and Chief Executive Officer of the Issuer.

Industry Context

This Schedule 13D/A filing is specific to a major shareholder's and the CEO's ownership stake in Digimarc Corp. It does not provide broader industry trends or competitive analysis, focusing solely on the changes in beneficial ownership and the CEO's role and share acquisitions.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President and Chief Executive Officer	NA	Riley McCormack	2021-04-12	Appointment to leadership role.

Related Party Transactions

The in-kind distribution of 32,081 shares from TCM Partners to TCM Strategic L.P., an entity wholly owned by Mr. McCormack (who is also the CEO of Digimarc), could be considered a related party transaction.

Stakeholder Impact

Shareholders: The updated ownership structure provides transparency on significant holders and the CEO's stake. Increased CEO ownership through purchases and grants may signal confidence and better alignment of interests.
Management/Employees: The CEO's appointment and equity grants are positive for management stability and incentive alignment.

Key Dates

Date	Description
2020-10-05	Original Schedule 13D filed.
2020-12-16	Amendment No. 1 to Schedule 13D filed.
2021-04-12	Riley McCormack appointed President and Chief Executive Officer of Digimarc; granted 8,644 restricted shares.
2022-03-08	Riley McCormack began purchasing 30,000 shares of Common Stock.
2022-03-09	Riley McCormack completed purchasing 30,000 shares of Common Stock.
2025-02-15	Riley McCormack granted 18,160 RSUs upon attainment of performance goals.
2025-02-21	Date as of which 21,548,579 shares of Common Stock were outstanding, as per Company's 10-K.
2025-02-27	Company's annual report on Form 10-K filed.
2025-03-17	Date of event requiring filing; TCM Partners made an in-kind distribution of 1,385,147 shares.
2025-03-19	Date of signing of Amendment No. 2 to Schedule 13D.

Recommendation

hold

Keywords

Digimarc, SEC Filing, Schedule 13D, Beneficial Ownership, Riley McCormack, TCM Strategic Partners, Common Stock, Shareholder Update, Corporate Governance, CEO Appointment, Restricted Stock Units, Insider Buying

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