Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DAVIS BRUCE L
  2. Issuer Name and Ticker or Trading Symbol
Digimarc CORP [DMRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
9405 SW GEMINI DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2011
(Street)

BEAVERTON, OR 97008
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/13/2011   S   3,166 D $ 32.1824 (2) 71,884 D  
Common Stock 05/16/2011   S   5,050 D $ 30.6616 (3) 66,834 D  
Common Stock               18,171 I Trust for reporting person's children. Reporting person disclaims ownership fo the shares

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Non-Qualified Stock Option $ 14.99               (1) 01/02/2020 Common Stock 70,000   70,000 D  
Non-Qualified Stock Options $ 30.01               (1) 01/02/2021 Common Stock 75,000   75,000 D  
Non-Qualified Stock Option $ 9.64               (1) 10/30/2018 Common STock 394,000   394,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAVIS BRUCE L
9405 SW GEMINI DRIVE
BEAVERTON, OR 97008
      Chairman and CEO  

Signatures

 Robert Chamness for Bruce Davis   05/17/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares will vest in equal monthly installments on the monthly anniversary date over 48 months. All shares will be fully vested and exercisable by the end of the 4 year period from date of grant.
(2) The price reported for this transaction is a weighted price. Shares were sold in multiple transactions at prices ranging from $31.76 to $32.88. If requested, the reporting person will provide full details of the transactions and prices.
(3) The price reported for this transaction is a weighted price. Shares were sold in multiple transactions at prices ranging from $30.30 to $31.08. If requested, the reporting person will provide full details of the transactions and related prices.

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