SEC Form 4 · accession 0000899243-18-025817
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
Oct 1, 2018
Accepted (ET)
Oct 2, 2018 · 4:51 pm EDT
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 StockF4 | Oct 1, 2018 | J | 413,709 | $3.00 | A | 5,096,329 | I | By Subsidiary |
| Common StockF4 | Oct 1, 2018 | X | 3,333,000 | $3.00 | A | 8,429,329 | I | By Subsidiary |
| Common StockF4 | Oct 1, 2018 | X | 3,362,571 | $3.00 | A | 11,791,900 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock Warrant (Right to Buy)F4,F5 | $3.00 | Oct 1, 2018 | X | 3,333,000 | D | Oct 14, 2016 | Oct 14, 2021 | Common Stock | 3,333,000 | 0 | I |
| Class B Common Stock Warrant (Right to Buy)F6,F4,F5 | $3.00 | Oct 1, 2018 | X | 3,362,571 | D | Oct 14, 2016 | Oct 14, 2022 | Common Stock | 3,362,571 | 6,637,429 | I |
Explanation of responses
- F1RLJ Entertainment, Inc. ("RLJE") issued 413,709 shares of common stock, par value $0.001 per share ("Common Stock"), of RLJE reported herein to Digital Entertainment Holdings LLC ("DEH"), an indirect wholly-owned subsidiary of AMC Networks Inc. ("AMC"), as payment of interest due to DEH pursuant to that certain Credit and Guaranty Agreement, by and among RLJE, certain subsidiaries of RLJE as Guarantors, and DEH (the "Credit Agreement"), dated as of October 14, 2016, as amended by the First Amendment dated as of January 30, 2017, the Second Amendment dated as of June 16, 2017, the Third Amendment effective as of May 31, 2018 and the Fourth Amendment dated as of August 9, 2018.
- F2AMC owns warrants ("Warrants") to purchase from RLJE shares of Common Stock (a share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). On October 1, 2018, AMC fully exercised the remainder of its Class A Warrant by surrendering indebtedness outstanding under the Credit Agreement having a principal amount equal to the aggregate exercise price and was issued 3,333,000 shares of Common Stock at an exercise price of $3.00 per Warrant Share.
- F3On October 1, 2018, AMC partially exercised its Class B Warrant by surrendering indebtedness outstanding under the Credit Agreement having a principal amount equal to the aggregate exercise price and was issued 3,362,571 shares of Common Stock at an exercise price of $3.00 per Warrant Share.
- F4AMC may be deemed to beneficially own the shares of Common Stock indirectly through its wholly-owned subsidiaries. The Common Stock is held directly by DEH, a direct wholly-owned subsidiary of AMC Digital Entertainment Holdings LLC. AMC Digital Entertainment Holdings LLC 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.
- F5The 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 and the Class B Warrant.
- F6The 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 B Warrant.