Form 8-K DIGITAL RIVER INC /DE For: Dec 19

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):

December�19, 2014

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DIGITAL RIVER,�INC.

(Exact name of registrant as specified in its charter)

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10380 Bren Road West

Minnetonka, Minnesota 55343

(952) 253-1234

(Address, including zip code, and telephone number, including area code, of registrant�s principal executive offices)

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form�8�K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o������������������ Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o������������������ Soliciting material pursuant to Rule�14a�12 under the Exchange Act (17 CFR 240.14a�12)

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o���������������� Pre�commencement communications pursuant to Rule�14d�2(b)�under the Exchange Act (17 CFR 240.14d�2(b))

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o���������������� Pre�commencement communications pursuant to Rule�13e�4(c)�under the Exchange Act (17 CFR 240.13e�4(c))

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Item 5.02� Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On December�19, 2014, Mr.�Stefan B. Schulz provided notice to Digital River,�Inc. (the �Company�) that he intends to resign from his position as Chief Financial Officer of the Company for personal reasons, effective after the closing date of the Company�s previously announced and pending merger (the �Merger�) pursuant to the Agreement and Plan of Merger, dated October�23, 2014, by and among the Company, Danube Private Holdings II, LLC and Danube Private Acquisition Corp., each of which is an affiliate of Siris Capital Group, LLC.� The Company intends to initiate an external search for his successor.

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Mr.�Schulz has been invited to serve as a member of the Company�s Board of Directors and its Audit Committee after the Merger closes.� Mr.�Schulz has indicated he would accept this position.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	DIGITAL RIVER,�INC.
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�	By:	/s/ Kevin L. Crudden
�	�	Name: Kevin L. Crudden
�	�	Title: Senior Vice President and General Counsel
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Dated: December�29, 2014	�	�

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