UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Digital River, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
25388B 10 4
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(CUSIP Number)
12/31/06
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] 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 the disclosures provided in a prior cover page.
The information required in 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 25388B 10 4 SCHEDULE 13G Page 2 of 6
1. Names of Reporting Persons. JOEL A. RONNING
I.R.S. Identification Nos. of above persons
(entities only).
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 of 5. Sole Voting Power 2,044,189
Shares
Beneficially 6. Shared Voting Power
Owned by Each
Reporting 7. Sole Dispositive Power 2,044,1891
Person With
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each 2,044,1891
Reporting Person
10. Check if the Aggregate Amount in Row (9) Excludes Certain [ ]
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.92%
12. Type of Reporting Person (See Instructions) IN
Includes 1,342,082 shares the reporting person has the right to
acquire pursuant to options exercisable within 60 days of December 31,
2006.
CUSIP 25388B 10 4 SCHEDULE 13G Page 3 of 6
Item 1.
(a) Name of Issuer: Digital River, Inc.
(b) Address of Issuer's 9625 W. 76th Street, Suite 150, Eden
Principal Executive Office: Prairie, MN 55344
Item 2.
(a) Name of Person Filing Joel A. Ronning
(b) Address of Principal Business Digital River, Inc., 9625 W.
Office or, if none, Residence 76th Street, Suite 150, Eden
Prairie, MN 55344
(c) Citizenship United States
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 25388B 10 4
Item 3. If this statement is filed pursuant to Sections 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) An investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E);
[ ] (f) An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
[ ] (g) A parent holding company or control person in accordance
with Section 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) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
CUSIP 25388B 10 4 SCHEDULE 13G Page 4 of 6
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: 2,044,189*
(b) Percent of class: 4.92%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote . 2,044,189*
(ii) Shared power to vote or to direct the vote .
(iii) Sole power to dispose or to direct the
disposition of . 2,044,189*
(iv) Shared power to dispose or to direct the
disposition of .
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 [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
*Includes 1,342,082 shares the reporting person has the right to acquire
pursuant to options exercisable within 60 days of December 31, 2006.
CUSIP 25388B 10 4 SCHEDULE 13G Page 5 of 6
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(d), attach an exhibit stating
the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
(b) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(c):
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.
CUSIP 25388B 10 4 SCHEDULE 13G Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date February 9, 2007
/s/ Joel A. Ronning
-----------------------------------
Signature
Print Joel A. Ronning
Name
Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations. (See 18 U.S.C. 1001).