SEC Form 4 · accession 0000899243-18-000698
RLJ ENTERTAINMENT, INC. · RLJE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
AMC Networks Inc.
10% Owner
Period of report
Jan 5, 2018
Accepted (ET)
Jan 8, 2018 · 5:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001546381
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jan 5, 2018 | J | 678,095 | $4.25 | A | 3,821,588 | I | By Subsidiary |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (Right to Buy)F4,F5,F2,F3 | $1.50 | Jan 5, 2018 | J | 747,945 | A | May 20, 2015 | May 20, 2020 | Common Stock | 747,945 | 747,945 | I |
| Series D-1 Convertible Preferred StockF6,F7,F2 | $3.00 | Jan 5, 2018 | J | 7,479 | A | Oct 14, 2016 | May 20, 2020 | Common Stock | 2,893,693 | 7,479 | I |
Explanation of responses
- F1Pursuant to a Stock Purchase Agreement by and among Digital Entertainment Holdings LLC, an indirect wholly owned subsidiary of AMC Networks Inc. ("DEH"), JH Partners Evergreen Fund, L.P., Forrestal, LLC, JH Investment Partners III, L.P. and JH Investment Partners GP Fund III, LLC (collectively, the "JHP Entities"), dated as of January 5, 2018, DEH purchased from the JHP Entities (i) shares of common stock, par value $0.001 per share ("Common Stock"), of RLJ Entertainment, Inc., a Nevada corporation ("RLJE"), (ii) shares of Series D-1 preferred stock of RJLE, par value $0.001 per share ("Preferred Stock"), and (iii) warrants ("Warrants") to purchase shares of Common Stock from RLJE with an adjusted exercise price of $1.50 and an initial exercise date of May 20, 2015 (each share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share").
- F2AMC may be deemed to beneficially own the shares of Common Stock, the shares of Preferred Stock and the Warrants indirectly through its wholly owned subsidiaries. The Common Stock, Preferred Stock, and the Warrants are held directly by DEH, 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.
- F3The 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 terms of the Warrants.
- F4The purchase price per Warrant is equal to the $4.25 purchase price per share of Common Stock minus $1.50, the adjusted exercise price of each Warrant.
- F5The number of Warrant Shares is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the terms of the Warrants.
- F6The aggregate stated value of the 7,479.432 shares of the Preferred Stock is $8,681,068, which includes the original certificate value of $1,000 per share of Preferred Stock plus accrued dividends on each share of Preferred Stock through April 1, 2017. Thereafter, additional dividends have been accrued daily, compounded monthly, and have been and will be paid quarterly in cash or equity at RLJE's discretion. As of January 8, 2018, the 7,479.432 shares of the Preferred Stock are convertible into 2,893,693 shares of Common Stock.
- F7The purchase price per share of Preferred Stock is calculated based on the $4.25 purchase price per share of Common Stock multiplied by the 2,893,693 shares of Common Stock issuable upon conversion of each share of Preferred Stock.