SC 13G 1 v156304_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 DOLPHIN DIGITAL MEDIA INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 0001282224 (CUSIP Number) July 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 0001282224 -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) T Squared Investments LLC 26-0147159 -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization United States -------------------------------------------------------------------------------- Number 5) Sole Voting Power of Shares Beneficially 4,649,203 Owned --------------------------------------------------------------- by Each 6) Shared Voting Power Reporting Person With --------------------------------------------------------------- 7) Sole Dispositive Power 4,649,203 --------------------------------------------------------------- 8) Shared Dispositive Power -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 4,649,203 -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Item 9 9.00% -------------------------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) IA -------------------------------------------------------------------------------- ITEM 1. (A) NAME OF ISSUER Dolphin Digital Media, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE 804 Douglas Road Executive Tower Building Miami, FL 33134 ITEM 2. (A) NAME OF PERSONS FILING T Squared Investments LLC (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE 1325 Sixth Ave., Floor 27 New York, NY 10019 (C) CITIZENSHIP United States (D) TITLE OF CLASS OF SECURITIES See Cover Page (E) CUSIP NUMBER See Cover Page ITEM 3. If this statement is filed pursuant to rule 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. 78o). (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) |X| 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 association 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) |_| Group, in accordance with section 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: See Number 9, on page 2 (b) Percent of class: See Number 11 on page 2 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Number 5 on page 2. (ii) Shared power to vote or to direct the vote: See Number 6 on page 2. (iii) Sole power to dispose or to direct the disposition of: See Number 7 on page 2. (iv) Shared power to dispose or to direct the disposition of: See Number 8 on page 2. 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 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. By signing below we certify that, to the best of our 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. Dated: August 3, 2009 By: /s/ Thomas Sauve --------------------------------- Name: Thomas Sauve Title: Managing Member