SEC Form SC 13G/A filed by Digimarc Corporation (Amendment)

April 7, 2022

1

NAME OF REPORTING PERSON

Red Beard Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,015,000 ⁽¹⁾

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,015,000 ⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,015,000 ⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.09%

12

TYPE OF REPORTING PERSON

OO (LLC)

(1)

Mr. Smith is the Manager of Red Beard Holdings, LLC, and therefore may be deemed to have beneficial ownership of the shares reported herein.

1

NAME OF REPORTING PERSON

VCS Master Holdings GP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

150,102 ⁽¹⁾

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

150,102 ⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

150,102 ⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

PN

(1)

Mr. Smith is the settlor of all the trusts that are the partners of VCS Master Holdings GP, and may be deemed to be the beneficial owner of 150,102 shares.

1

NAME OF REPORTING PERSON

LB 2, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

20,000 ⁽¹⁾

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

20,000 ⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000 ⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

OO (LLC)

(1)

Mr. Smith is the Manager of LB 2, LLC, and therefore may be deemed to have beneficial ownership of the shares reported herein.

1

NAME OF REPORTING PERSON

Vincent Smith

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

781,843 ⁽¹⁾

6

SHARED VOTING POWER

1,185,102 ⁽²⁾

7

SOLE DISPOSITIVE POWER

781,843 ⁽¹⁾

8

SHARED DISPOSITIVE POWER

1,185,102 ⁽²⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,966,945 ⁽¹⁾⁽²⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.87%

12

TYPE OF REPORTING PERSON

IN

(1)

Includes 40,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2021-0, of which Mr. Smith is Trustee, 10,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2020-1, of which Mr. Smith is Trustee, and 731,843 shares held by Mr. Smith directly.

(2)

Includes 1,015,000 shares held by Red Beard Holdings, LLC, 150,102 shares held by VCS Master Holdings GP, and 20,000 shares held by LB 2, LLC. Mr. Smith is the Manager of each of Red Beard Holdings, LLC and LB 2, LLC, and therefore may be deemed to have beneficial ownership of the shares reported herein. Mr. Smith is the settlor of all the trusts that are partners of VCS Master Holdings GP, and may be deemed to have beneficial ownership of the shares reported herein.

Item 1.

(a) Name Of Issuer

Digimarc Corporation (the "Issuer")

(b) Address Of Issuer's Principal Executive Offices

9405 SW Gemini Drive
Beaverton, Oregon 97008

Item 2.

(a) Name Of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

(i)         Red Beard Holdings, LLC, a limited liability company organized under the laws of Delaware (“Red Beard”);

(ii)        VCS Master Holdings GP, a Delaware General Partnership (“VCS”);

(iii)       LB2, LLC, a limited liability company organized under the laws of California ("LB 2"); and

(iv)       Vincent C. Smith, an individual ("Mr. Smith", and together with Red Beard, VCS and LB2, the "Reporting Persons").

Mr. Smith is the Manager of each of Red Beard and LB 2, and has the sole right to vote and dispose of the securities held by each of Red Beard and LB 2. Mr Smith is the settlor of all the trusts that are the partners of VCS, and may be deemed to be the beneficial owner of the securities held by VCS.

(b) Address Of Principal Business Office Or, If None, Residence

The mailing address for each of the Reporting Persons is 17595 Harvard Avenue, Suite C511, Irvine, California 92614.

(c) Citizenship

(i)         Red Beard is a limited liability company organized under the laws of Delaware;

(ii)        VCS is a general partnership organized under the laws of Delaware;

(iii)       LB2 is a limited liability company organized under the laws of California; and

(iv)       Mr. Smith is a citizen of the United States of America.

(d) Title of Class of Securities:

Common Stock, par value $0.001 per share (the "Shares")

(e) CUSIP Number:

25381B101

Item 3.

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:

(a)

[  ]

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)

[  ]

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[  ]

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

[  ]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

[  ]

An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

[  ]

A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)

[  ]

Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

(a) Amount beneficially owned: 

As of May 12, 2022:

(i)         Red Beard beneficially owns an aggregate of 1,015,000 shares;

(ii)        VCS beneficially owns an aggregate of 150,102 shares;

(iii)       LB2 beneficially owns an aggregate of 20,000 shares; and

(iv)       Mr. Smith may be deemed to be the beneficial owner of an aggregate of 1,966,945 shares, including the shares held by each of Red Beard, VCS and LB 2, 40,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2021-0, of which Mr. Smith is the Trustee, 10,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2020-1, of which Mr. Smith is the Trustee, and 731,843 shares held directly.

(b) Percent of class: 

The percentage of shares beneficially owned by the Reporting Persons below is based upon 19,936,880 shares of the Issuer's common stock outstanding as of March 31, 2022, as set forth in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on April 6, 2022, to the base prospectus contained in the shelf registration statement on Form S-3 (No. 333-238995) declared effective by the Securities and Exchange Commission on July 24, 2020:

(i)         Red Beard – 5.09%;

(ii)        VCS – less than 1%;

(iii)       LB2 – less than 1%;

(iv)       Mr. Smith – 9.87%;

(c) Number of shares as to which the person has:

(i)         Sole power to vote or to direct the vote:

Red Beard: 0

VCS: 0

LB2: 0

Mr. Smith: 781,843

(ii)        Shared power to vote or to direct the vote

Red Beard: 1,015,000

VCS: 150,102

LB2: 20,000

Mr. Smith: 1,185,102

(iii)       Sole power to dispose or to direct the disposition of

Red Beard: 0

VCS: 0

LB2: 0

Mr. Smith: 781,843

(iv)       Shared power to dispose or to direct the disposition of

Red Beard: 1,015,000

VCS: 150,102

LB2: 20,000

Mr. Smith: 1,185,102

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 [  ].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

N/A

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

N/A

Item 8.

Identification and Classification of Members of the Group:

N/A

Item 9.

Notice of Dissolution of a Group:

N/A

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Date: May 12, 2022

Red Beard Holdings, LLC

By:

Vincent C. Smith

Title: Manager

VCS Master Holdings GP

By:

Jerry Rickmeyer

Title: Trustee & Partner

LB 2, LLC

By:

Vincent C. Smith

Title: Manager

Vincent Smith

/s/ Vincent C. Smith

Vincent C. Smith