UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RLJ Entertainment, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
74965F104
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(CUSIP Number)
Dayton Judd; 878 S. Denton Tap Rd., Suite 220, Coppell, Texas 75019;
972-304-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 2015
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See sec. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 74965F104 13D Page 2 of 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Capital Fund, LP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
1,294,249
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
1,294,249
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19.90%
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.90%
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14. TYPE OF REPORTING PERSON (see instructions)
Partnership (PN)
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CUSIP No. 74965F104 13D Page 3 of 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Holdings, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
1,294,249
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
1,294,249
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19.90%
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.90%
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14. TYPE OF REPORTING PERSON (see instructions)
Parent Holding Company/Control Person (HC)
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CUSIP No. 74965F104 13D Page 4 of 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Capital GP, LP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
1,294,249
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
1,294,249
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19.90%
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.900%
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14. TYPE OF REPORTING PERSON (see instructions)
Partnership (PN)
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CUSIP No. 74965F104 13D Page 5 of 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Capital Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
1,294,249
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
1,294,249
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19.90%
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.90%
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14. TYPE OF REPORTING PERSON (see instructions)
Investment Adviser (IA)
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CUSIP No. 74965F104 13D Page 6 of 10
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Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $0.001 per share (the
Common Stock), of RLJ Entertainment, Inc. (the Company). The Company
reports that its principal executive offices are located at 8515 Georgia
Avenue, Suite 650, Silver Spring, MD.
Item 2. Identity and Background.
This Statement is filed by Sudbury Capital Fund, LP, a Delaware limited
partnership and pooled investment vehicle; Sudbury Holdings, LLC a Delaware
limited liability company; Sudbury Capital Management, LLC a Delaware limited
liability company and the Investment Adviser; and Sudbury Capital GP, LP, a
Delaware limited partnership and the General Partner of the pooled investment
vehicle.
Mr. Dayton Judd is the Managing Member of the Investment Manager and Partner
and Manager of the General Partner.
Each of the Fund, the General Partner, the Investment Manager and Mr. Judd is
referred to herein as a Reporting Person and collectively as the Reporting
Persons. The Reporting Persons are filing this Statement jointly. Neither
the fact of this filing nor anything contained herein shall be deemed to be
an admission by any of the Reporting Persons that they constitute a group.
The principal business of the Fund is serving as a private investment fund.
The principal business of the General Partner is to provide investment
advisory and management services to private investment funds, including the
Fund. The General Partner has delegated the management of the Funds
investment program to the Investment Manager. The principal business of
the Investment Manager is to provide investment advisory services,
including to the Fund. The principal occupation of Mr. Judd is serving as
investment manager and advisor to the Fund. Mr. Judd is a U.S. citizen.
The business address of each of the Reporting Persons is 878 S. Denton Tap
Road, Suite 220, Coppell, TX 75019.
None of the Reporting Persons or any of their partners, managers, officers
or other controlling persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons or any of their partners, managers, officers or
other controlling persons has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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CUSIP No. 74965F104 13D Page 7 of 10
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The source of funds used in purchasing the Common Stock was working capital of
the Fund. The total cost for purchasing the Common Stock reported in this
Statement, including brokerage commissions, was approximately $864,953.05.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock reported in this Statement
for investment purposes. The Reporting Persons may in the future acquire
additional shares of Common Stock or dispose of some or all of the shares
of Common Stock held by the Reporting Persons in open-market transactions
or privately negotiated transactions, on such terms and at such times as the
Reporting Persons may deem advisable. The Reporting Persons may engage in
short selling or hedging or similar transactions with respect to the Common
Stock, on such terms and at such times as the Reporting Persons may deem
advisable.
In addition to acquiring the Common Stock for investment purposes, Mr. Judd
has also accepted an appointment as a member of the issuers board of
directors. That said, none of the Reporting Persons has any other present
plan or proposal that would result in any of the actions described in
paragraphs (a) through (c) and (e) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right in the future to formulate any
such plans or proposals, and to take any actions with respect to their
investments in the Company, including any or all of the actions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 139,010 shares of Common
Stock; 2,000 shares of C-2 Preferred Stock convertible at a price of
$3.00 per share into 758,542 shares of Common Stock; 183.506 shares
of D-1 Preferred Stock convertible at a price of $3.00 per share into
69,599 shares of Common Stock; 200,000 2020 Warrants exercisable at
a price of $1.50 for 200,000 shares of Common Stock; and 127,098
2017 Warrants exercisable at a price of $36.00 for 127,098 shares
of Common Stock, resulting in a total beneficial ownership of
1,294,249 shares of Common Stock, which represents approximately
19.90% percent of the Company's outstanding shares of Common Stock.
The Fund and Dayton Judd directly hold the number and percentage of
shares disclosed as beneficially owned by them in the applicable
table set forth on the cover page to this Statement. None of the
other Reporting Persons directly hold any of the shares disclosed
in this Statement.
Each percentage ownership of shares set forth in this Statement is based
on the 5,342,586 shares of Common Stock reported by the Company as
outstanding on January 12, 2017 to the Reporting Person.
The General Partner, as general partner to the Fund, and the Investment
Manager, as the investment manager to the Fund, may be deemed to be a
beneficial owners of the shares of Common Stock disclosed as directly owned
by the Fund in this Statement. As principal of the General Partner and the
Investment Manager, Mr. Judd may be deemed to be a beneficial owner of the
shares of Common Stock disclosed as directly owned by the Fund in this
Statement. Each of the General Partner, the Investment Manager and Mr.
Judd expressly disclaims beneficial ownership of the Funds shares of Common
Stock.
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CUSIP No. 74965F104 13D Page 8 of 10
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(b) The Fund beneficially owns, and has the shared power to direct the
voting and disposition of, the shares of Common Stock disclosed as beneficially
owned by the Fund in the applicable table set forth on the cover page to this
Statement. The General Partner, as the general partner of the Fund, has the
shared power to direct the voting and disposition of the shares of Common
Stock held by the Fund. The Investment Manager, as the investment manager of
the Fund, has the shared power to direct the voting and disposition of the
shares of Common Stock held by the Fund. Mr. Judd, as principal of the General
Partner and the Investment Manager, may also be deemed to have the shared power
to direct the voting and disposition of the shares of Common Stock held by the
Fund.
(c) No transactions were effected by each of the Reporting Persons in the
Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934,
as amended, the Reporting Persons have entered into an agreement with respect
to the joint filing of this Statement, which agreement is set forth on the
signature page to this Statement.
In connection with the Company entering into a transaction with AMC Networks,
Inc. (the "AMC Transaction"), Sudbury Capital Fund, LP entered into a Voting
Agreement with AMC (the "Voting Agreement") as described in the Company's Form
DEF 14A filed with the Securities and Exchange Commission on September 19,
2016, the terms of which required Sudbury Capital Fund, LP to vote to elect
two directors designated by AMC until AMC exercises its warrants to acquire
a majority of the common stock, and thereafter, vote to elect a majority of
the directors as designated by AMC.
Concurrently with the closing of the AMC Transaction, Sudbury Capital Fund,
LP exchanged its prior holdings of preferred stock and warrants for C-2 and
D-1 Preferred Stock and 2020 Warrants on a share-for-share basis with revised
terms as set forth in the Company's Current report on Form 8-K filed with the
Securities and Exchange Commission on August 22, 2016. This exchange resulted
in the Reporting Persons' current beneficial ownership of shares of Common
Stock as described in Item 5 above.
The AMC Transaction triggered the existing exercise price adjustment provision
in the 2015 Warrants and, as a result, the exercise price of the 2020 Warrants
received in the exchange was reduced from $4.50 per share to $3.00 per share
upon the closing of the AMC Transaction. The exercise price of the 2020
Warrants held by the Reporting Persons were further reduced to $1.50 per
share in consideration of their agreement to participate in the exchange.
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CUSIP No. 74965F104 13D Page 9 of 10
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of this Statement on Schedule 13D with respect to the Common
Stock of the Company.
Dated: January 19, 2017
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Date
Sudbury Capital Fund, LP
/s/ Dayton Judd
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Signature
Member of the General Partner of
the General Partner of Sudbury
Capital Fund, LP
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Title
Sudbury Holdings, LLC
/s/ Dayton Judd
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Signature
Sole Member
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Title
Sudbury Holdings, LLC
/s/ Dayton Judd
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Signature
Sole Member
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Title
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CUSIP No. 74965F104 13D Page 10 of 10
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Sudbury Capital GP, LP
/s/ Dayton Judd
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Signature
Member of the General Partner of
the General Partner of Sudbury
Capital Fund, LP
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Title
Sudbury Capital Management, LLC
/s/ Dayton Judd
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Signature
Managing Member
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Title