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 * Rees Richard   2. Issuer Name and Ticker or Trading Symbol Digital Music Group, Inc. [DMGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP Bus. Dev. and Secretary (Last) (First) (Middle) 511 ROCK BLUFF DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/30/2005 (Street) AUSTIN, TX 78734 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 08/30/2005   P   60 A (1) 380 D   Common Stock 09/08/2005   J(2)   474,620 A $ 0 475,000 D   Common Stock 12/06/2005   D   62,500 D $ 0 412,500 D   Common Stock 02/07/2006   A   20,000 A (3) 418,000 I See Footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rees Richard 511 ROCK BLUFF DRIVE AUSTIN, TX 78734			VP Bus. Dev. and Secretary

Signatures

/s/ Richard Rees		02/09/2006
**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)	The consideration paid for the shares issued was the performance of services by the Reporting Person for and on behalf of Digital Music Group, Inc. (the "Company.)
(2)	On September 8, 2005, the Company effected a stock dividend, payable to all holders of Common Stock on September 8, 2005, of 1,249 shares of Common Stock for each share of Common Stock outstanding.
(3)	Received in exchange for the sale of certain assets by Rio Bravo Entertainment LLC to the Company. Rio Bravo Entertainment LLC received an aggregate of 25,000 shares of Common Stock of the Company in consideration for the assets. The Reporting Person held an 80% membership interest in Rio Bravo Entertainment LLC on the effective date of the sale. On the effective date of the sale, the Company completed its initial public offering with a price to public of $9.75 per share of Common Stock.
(4)	By Rio Bravo Entertainment LLC. The Reporting Person holds an 80% membership interest in Rio Bravo Entertainment LLC.

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