FORM 4
[ X ] 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
                                                                                  
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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 *

GINSBURG SCOTT K 		2. Issuer Name and Ticker or Trading Symbol

Digital Generation, Inc. [ DGIT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

750 WEST JOHN CARPENTER FREEWAY, SUITE 700 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/5/2014
(Street)

IRVING, TX 75039
(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   2/5/2014     M    884184   A   (1) 3324958   (3) D    
Common Stock   2/7/2014     D    3324958   D   (4) 0   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
Restricted Stock Units     (1) 2/5/2014     M         884184      (2)   (2) Common Stock   884184   $0   0   D    

Explanation of Responses:
( 1)  Restricted stock units convert into common stock on a one-for-one basis.
( 2)  On February 5, 2014, the reporting person's outstanding restricted stock units vested and were cancelled and converted into shares of DG common stock pursuant to the Agreement and Plan of Merger, dated as of August 12, 2013, by and among Extreme Reach Inc. ("Extreme Reach"), Dawn Blackhawk Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Extreme Reach, and Digital Generation, Inc. (the "Merger Agreement").
( 3)  The total amount of securities beneficially owned following the reported transactions reported in column 5 (a) includes the reporting person's indirect ownership of 1,660 shares held by his minor children and (b) includes 300,852 shares held by Moon Doggie Family Partnership, L.P. of which the reporting person is the general partner.
( 4)  On February 7, 2014, pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the spin-off and merger transaction, each issued and outstanding share of DG common stock was canceled and converted automatically into the right to receive the per share redemption and merger consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GINSBURG SCOTT K
750 WEST JOHN CARPENTER FREEWAY
SUITE 700
IRVING, TX 75039 		X
Executive Chairman

Signatures
/s/ Scott K. Ginsburg 2/11/2014
** 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.
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.
Digital Generation Systems (NASDAQ:DGIT)
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Digital Generation Systems (NASDAQ:DGIT)
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