RLJ Entertainment (RLJE) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AMC Networks Inc.

(Last) (First) (Middle)

11 PENN PLAZA

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC. [ RLJE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2017

4. If Amendment, Date of 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

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	06/20/2017		O(1)		1,667,000	A	$3	1,891,807	I	By Subsidiary(2)

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 Securities Underlying Derivative Security (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: 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
Common Stock Warrant (Right to Buy)	$3(3)	06/20/2017		O(1)			1,667,000	10/14/2016	10/14/2021	Common Stock	1,667,000	$3	3,333,000(4)	I	By Subsidiary(2)

Explanation of Responses:

1. AMC Networks Inc. ("AMC") owns warrants ("Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of RLJE common stock, par value $0.001 per share ("Common Stock") (a share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). On June 20, 2017, AMC partially exercised its Class A Warrant by surrendering indebtedness outstanding under the Credit Agreement, dated October 14, 2016, between Digital Entertainment Holdings LLC ("DEH") and RLJE (as amended, the "Credit Agreement"), having a principal amount equal to the aggregate exercise price and was issued 1,667,000 shares of Common Stock at an exercise price of $3.00 per Warrant Share.

2. AMC may be deemed to beneficially own the Warrants and all shares of Common Stock issued and issuable upon exercise of the Warrants indirectly through its wholly-owned subsidiaries. The Warrants are held directly by DEH, an indirect wholly-owned subsidiary of AMC. DEH is a direct wholly-owned subsidiary of IFC Entertainment Holdings LLC. IFC Entertainment Holdings LLC is a direct wholly-owned subsidiary of Rainbow Programming Holdings LLC. Rainbow Programming Holdings LLC is a direct wholly-owned subsidiary of Rainbow Media Enterprises, Inc. Rainbow Media Enterprises, Inc. is a direct wholly-owned subsidiary of Rainbow Media Holdings, LLC. Rainbow Media Holdings, LLC is a direct wholly-owned subsidiary of AMC.

3. The exercise price per Warrant Share is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Class A Warrant.

4. The number of Warrant Shares is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Class A Warrant.

Remarks:

	/s/ James G. Gallagher, Executive Vice President and General Counsel of AMC Networks Inc.	06/20/2017
	** Signature of Reporting Person	Date
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