SEC Form 4 · accession 0001209191-16-146381
RLJ ENTERTAINMENT, INC. · RLJE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WOLVERINE ASSET MANAGEMENT LLC
Director
Wolverine Holdings, L.P.
Director
Robert Bellick
Director
Christopher Gust
Director
Wolverine Trading Partners, Inc.
Director
Period of report
Oct 14, 2016
Accepted (ET)
Oct 19, 2016 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001546381
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Convertible Preferred Stock HoldingF2,F3,F1 | $3.00 | Oct 14, 2016 | D | 4,000 | D | May 20, 2015 | May 20, 2020 | Common Stock, par value $0.001 per share | 1,333,334 | 0 | I |
| Series C-1 Convertible Preferred StockF2,F3,F1 | $3.00 | Oct 14, 2016 | A | 4,000 | A | Oct 14, 2016 | May 20, 2020 | Common Stock, par value $0.001 per share | 1,333,334 | 4,000 | I |
| WarrantsF4,F2,F3 | $1.50 | Oct 14, 2016 | D | 1,200,000 | D | May 20, 2015 | May 20, 2020 | Common Stock, par value $0.001 per share | 400,000 | 0 | I |
| WarrantsF4,F2,F3 | $0.50 | Oct 14, 2016 | A | 1,200,000 | A | Oct 14, 2016 | May 20, 2020 | Common Stock, par value $0.001 per share | 400,000 | 1,200,000 | I |
Explanation of responses
- F1Dividends may be accrued and added to the liquidation value of the preferred stock, which may be converted into additional shares of common stock at the conversion price.
- F2The securities were acquired for the account of Wolverine Flagship Fund Trading Limited ("Flagship Fund"), a private investment fund managed by Wolverine Asset Management, LLC ("WAM"). The sole member and manager of WAM is Wolverine Holdings, L.P. ("WH"), of which the general partner is Wolverine Trading Partners, Inc. ("WTP"). Robert Bellick and Christopher Gust may be deemed to control WTP. The Reporting Persons are prohibited from converting any preferred shares or exercising any warrants if as a result they would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, more than 9.99% of the Issuer's outstanding common stock pursuant to an ownership limitation in the governing documents of the preferred shares and warrants. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
- F3Pursuant to rights acquired in connection with the acquisition of the preferred stock and warrants, Flagship Fund designated John Ziegelman to be a director of the Issuer. The Reporting Persons may be deemed to be directors by deputization by virtue of Mr. Ziegelman's directorship.
- F4Following the reverse stock split on June 24, 2016, each warrant represents the right to purchase one-third of a share of common stock