| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RLJ ENTERTAINMENT, INC. [ RLJE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/31/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share | 10/31/2018 | D(1) | 44,712 | D | $6.25 | 0 | D | |||
| Common Stock, par value $0.001 per share | 10/31/2018 | D(1) | 96,714 | D | $6.25 | 0 | I | By Sudbury Capital Fund, LP | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants | $1.5 | 10/31/2018 | S(2) | 200,000 | 10/14/2016 | 05/20/2020 | Common Stock, par value $0.001 per share | 200,000 | $4.75 | 0 | I | By Sudbury Capital Fund, LP | |||
| Series C-2 Convertible Preferred Stock | $3 | 10/31/2018 | J(3) | 2,000 | 10/14/2016 | 05/20/2020 | Common Stock, par value $0.001 per share | 2,000 | $0.00 | 0 | I | By Sudbury Capital Fund, LP | |||
| Series D-1 Convertible Preferred Stock | $3 | 10/31/2018 | J(3) | 183.506 | 10/14/2016 | 05/20/2020 | Common Stock, par value $0.001 per share | 183.506 | $0.00 | 0 | I | By Sudbury Capital Fund, LP | |||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Merger Agreement by and among the issuer, AMC Networks Inc., Digital Entertainment Holdings LLC, and River Merger Sub Inc. for $6.25 per share on the effective date of the merger. |
| 2. In connection with the merger, these warrants were cancelled and converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon exercise of such warrants multiplied by $6.25 minus the exercise price of such warrants. |
| 3. Following the effective time of the merger, the holder may elect to receive (i) $7.86 in cash per share of Common Stock of RLJ Entertainment, Inc. previously issuable upon conversion of such Preferred Stock or (ii) a security of the successor entity substantially similar to Preferred Stock, including having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Stock and having similar ranking to the Preferred Stock, and convertible into the publicly traded, exchange listed common stock of the successor entity (including its parent entity). |
| Remarks: |
| Dawn A. Martens, Attorney-in-fact | 11/01/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
