UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Filing is hereby amended to add the following: 

Item 4 is incorporated by reference herein.

Item 4.

Purpose of Transaction.

Item 4 of the Original Filing is hereby amended to add the following:

Consummation of Plan of Arrangement

On January 10, 2013 (the “Closing Date”), Digital River completed its acquisition of LML Payment Systems Inc., a corporation existing under the laws of British Columbia, Canada (“LML”).  As previously announced, on September 21, 2012, Digital River entered into an Arrangement Agreement (the “Arrangement Agreement”), by and among Digital River, Acquisition Sub and LML, pursuant to which Digital River, through Acquisition Sub, agreed to acquire all of the issued and outstanding equity of LML (the “Arrangement”).  On the Closing Date, the Arrangement was consummated by way of a statutory plan of arrangement under British Columbia law (the “Plan of Arrangement”), and LML became a wholly-owned indirect subsidiary of Digital River.

Pursuant to the Arrangement Agreement and the Plan of Arrangement, on the Closing Date, (i) each share of LML common stock issued and outstanding immediately prior to the closing, a total of 28,246,684 shares, was acquired by Acquisition Sub for US$3.45 in cash (the “Per-Share Consideration”) and (ii) all outstanding options and warrants to acquire shares of LML common stock were cancelled in exchange for a cash amount equal to the amount, if any, by which the number of common shares underlying such option or warrant, multiplied by the Per-Share Consideration, exceeded the aggregate exercise price payable under the option or warrant to acquire the common shares underlying the option or warrant. The total consideration for the shares of LML acquired by Acquisition Sub and the cancellation of the outstanding options and warrants was approximately $102.8 million, which consideration was funded with cash on hand.

Other than as set forth in Item 4 to this Amendment, Item 4 to the Original Filing or in the Arrangement Agreement or Plan of Arrangement, neither Digital River nor Acquisition Sub, nor, to Digital River’s or Acquisition Sub’s knowledge, any of the persons listed on Schedule A attached to the Original Filing, have any plan or proposals that relate to, or may result in, any of the matters listed in Items 4(a) — (i) of Schedule 13D or any similar matter.

A copy of the Arrangement Agreement (including the Plan of Arrangement) was filed as Exhibit 2.1 to Digital River’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on September 24, 2012, and is incorporated herein by reference.   The foregoing description of the Arrangement Agreement and Plan of Arrangement is qualified in its entirety by reference to such exhibit.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original Filing is hereby amended and restated in its entirety as follows:

(a)-(b) As of the date hereof, Digital River and Acquisition Sub are the beneficial owner of 28,246,684 Shares, representing 100% of the outstanding Shares of LML.  Digital River and Acquisition Sub have the shared power to vote and dispose of all of the outstanding Shares.

(c) Other than as described in this Amendment, neither Digital River nor Acquisition Sub, nor, to Digital River’s or Acquisition Sub’s knowledge, any of the persons listed on Schedule A attached to the Original Filing, has effected any transaction in Shares during the past 60 days.

(d) To Digital River’s and Acquisition Sub’s knowledge, no person other than Digital River and Acquisition Sub has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Amendment.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Filing is hereby amended to add the following:

The response to Item 4 above is hereby incorporated by reference in its entirety into this Item 6.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Original Filing is hereby amended to add the following:

Exhibit 13

Joint Press Release regarding shareholder approval dated January 7, 2013 (incorporated by reference to Exhibit 99.1 to Digital River’s Current Report on Form 8-K filed on January 7, 2013).

Exhibit 14

Joint Press Release regarding consummation of the acquisition of LML Payment Systems Inc. by Digital River, Inc. dated January 10, 2013 (incorporated by reference to Exhibit 99.1 to Digital River’s Current Report on Form 8-K filed on January 10, 2013).

DIGITAL RIVER, INC.

By:

/s/ Stefan B. Schulz

Name:

Stefan B. Schulz

Title:

Chief Financial Officer

LML ACQUISITION CORP.

By:

/s/ Stefan B. Schulz

Name:

Stefan B. Schulz

Title:

Chief Financial Officer