Miguel Penella Form 4 RLJ ENTERTAINMENT / MIGUEL PENELLA ownership change

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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X

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^*

PENELLA MIGUEL

(Last) (First) (Middle)

C/O RLJ ENTERTAINMENT, INC.

8515 GEORGIA AVE., SUITE 650

(Street)

SILVER SPRING MD 20910

(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)

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

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)

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, par value $0.001 per share	10/31/2018		D(1)		276,982	D	$6.25	0	D

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
Stock Options	$2.661	10/31/2018		D(2)			700,000	03/13/2019	03/13/2027	Common Stock, par value $0.001 per share	700,000	$3.589	0	D
Stock Options	$3	10/31/2018		D(3)			700,000	03/13/2021	03/13/2027	Common Stock, par value $0.001 per share	700,000	$3.25	0	D
Restricted Stock Units	$2.3999	10/31/2018		D(4)			150,000	03/13/2018	03/13/2020	Common Stock, par value $0.001 per share	150,000	$6.25	75,000	D
Restricted Stock Units	$2.3999	10/31/2018		D(5)			75,000	03/13/2018	03/13/2020	Common Stock, par value $0.001 per share	75,000	$6.25	0	D
Performance Stock Units	$2.3999	10/31/2018		D(6)			200,000	03/31/2018	03/31/2020	Common Stock, par value $0.001 per share	200,000	$6.25	281,250	D
Performance Stock Units	$2.3999	10/31/2018		D(7)			281,250	03/31/2018	03/31/2020	Common Stock, par value $0.001 per share	281,250	$6.25	0	D

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. This option was 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 option multiplied by $6.25 minus the exercise price of such option.

3. This option, which provides for vesting March 13, 2021, was cancelled and converted into an award to receive, on the earlier of the date on which each such option is scheduled to vest (subject to the achievement of the vesting conditions) and the first anniversary of the closing, subject to continued employment through that date, an amount in cash equal to the product of the number of shares issuable upon exercise of such option multiplied by $6.25 minus the exercise price of such option.

4. These RSUs became fully vested and converted into the right to receive an amount in cash equal to the product of the number of shares underlying such RSU multiplied by $6.25.

5. This RSU, which provides for vesting on 12/31/2020, was cancelled and converted into an award to receive, on the earlier of the date on which each such RSU is scheduled to vest (subject to the achievement of the vesting conditions) and the first anniversary of the closing, subject to continued employment through that date, an amount in cash equal to the product of the number of shares underlying such RSU multiplied by $6.25.

6. This PSU became fully vested and converted into the right to receive an amount in cash equal to the product of the number of shares underlying such vested PSU multiplied by $6.25.

7. This PSU, which provides for vesting through 12/31/2020, was cancelled and converted into an award to receive, on the earlier of the date on which such PSU is scheduled to vest (subject to the achievement of the vesting conditions) and the first anniversary of the closing, subject to continued employment through that date, an amount in cash equal to the product of the number of shares underlying such PSU multiplied by $6.25.

Remarks:

	Dawn A. Martens, Attorney-in-fact	11/01/2018
	** Signature of Reporting Person	Date
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