|
o
|
Rule 13d-1(b)
|
|
|
x
|
Rule 13d-1(c)
|
|
|
o
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Rule 13d-1(d)
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CUSIP No. 25388B104
|
13G
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Page 2 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
|
||
|
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
1,535,000 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,535,000 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,000 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
PN
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||
|
CUSIP No. 25388B104
|
13G
|
Page 3 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, Inc.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
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
1,535,000 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,535,000 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,000 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
CO
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||
|
CUSIP No. 25388B104
|
13G
|
Page 4 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CR Intrinsic Investors, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
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
469,471 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
469,471 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
469,471 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
||
|
CUSIP No. 25388B104
|
13G
|
Page 5 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
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
0
|
|
|
6
|
SHARED VOTING POWER
2,004,471 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
2,004,471 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,004,471 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
IN
|
||
|
Item 1(a)
|
Name of Issuer:
|
|
Digital River, Inc.
|
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
10380 Bren Road West, Minnetonka, Minnesota 55343
|
|
|
Item 2(a)
|
Name of Person Filing:
|
|
This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, par value $0.01 per share (“Shares”) of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”); (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP and SAC Capital Associates; (iii) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to Shares beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic Investments”); and (iv) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates, CR Intrinsic Investors and CR Intrinsic Investments.
|
|
|
SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
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|
Item 2(b)
|
Address or Principal Business Office:
|
|
The address of the principal business office of SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902.
|
|
|
Item 2(c)
|
Citizenship:
|
|
SAC Capital Advisors LP is a Delaware limited partnership. SAC Capital Advisors Inc. is a Delaware corporation. CR Intrinsic Investors is a Delaware limited liability company. Mr. Cohen is a United States citizen.
|
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
Common Stock, par value $0.01 per share
|
|
|
Item 2(e)
|
CUSIP Number:
|
|
25388B104
|
|
|
Item 3
|
Not Applicable
|
|
Item 4
|
Ownership:
|
|
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of April 1, 2012 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended March 31, 2012.
|
|
|
As of the close of business on August 3, 2012:
|
|
|
1. S.A.C. Capital Advisors, L.P.
|
|
|
(a) Amount beneficially owned: 1,535,000
|
|
|
(b) Percent of class: 4.2%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 1,535,000
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 1,535,000
|
|
|
2. S.A.C. Capital Advisors, Inc.
|
|
|
(a) Amount beneficially owned: 1,535,000
|
|
|
(b) Percent of class: 4.2%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 1,535,000
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 1,535,000
|
|
|
3. CR Intrinsic Investors, LLC
|
|
|
(a) Amount beneficially owned: 469,471
|
|
|
(b) Percent of class: 1.3%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 469,471
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 469,471
|
|
|
4. Steven A. Cohen
|
|
|
(a) Amount beneficially owned: 2,004,471
|
|
|
(b) Percent of class: 5.4%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,004,471
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 2,004,471
|
|
|
SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates. SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP. Pursuant to an investment management agreement, CR Intrinsic Investors maintains investment and voting power
|
|
| with respect to the securities held by CR Intrinsic Investments. Mr. Cohen controls each of SAC Capital Advisors Inc. and CR Intrinsic Investors. CR Intrinsic Investments is a wholly owned subsidiary of SAC Capital Associates. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 1,535,000 Shares (constituting approximately 4.2% of the Shares outstanding); and (ii) CR Intrinsic Investors and Mr. Cohen may be deemed to beneficially own 469,471 Shares (constituting 1.3% of the Shares outstanding). Each of SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement. | |
|
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. o
|
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
Not Applicable
|
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
Not Applicable
|
|
|
Item 8
|
Identification and Classification of Members of the Group:
|
|
Not Applicable
|
|
|
Item 9
|
Notice of Dissolution of Group:
|
|
Not Applicable
|
|
|
Item 10
|
Certification:
|