SEC Form 4 · accession 0001209191-18-056779

RLJ ENTERTAINMENT, INC. · RLJE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Miguel Penella

Officer — CEO · Director

Period of report

Oct 31, 2018

Accepted (ET)

Nov 1, 2018 · 4:41 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 Stock, par value $0.001 per share	Oct 31, 2018	D	276,982	$6.25	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options	$2.661	Oct 31, 2018	D	700,000	D	Mar 13, 2019	Mar 13, 2027	Common Stock, par value $0.001 per share	700,000	0	D
Stock Options	$3.00	Oct 31, 2018	D	700,000	D	Mar 13, 2021	Mar 13, 2027	Common Stock, par value $0.001 per share	700,000	0	D
Restricted Stock Units	$2.3999	Oct 31, 2018	D	150,000	D	Mar 13, 2018	Mar 13, 2020	Common Stock, par value $0.001 per share	150,000	75,000	D
Restricted Stock Units	$2.3999	Oct 31, 2018	D	75,000	D	Mar 13, 2018	Mar 13, 2020	Common Stock, par value $0.001 per share	75,000	0	D
Performance Stock Units	$2.3999	Oct 31, 2018	D	200,000	D	Mar 31, 2018	Mar 31, 2020	Common Stock, par value $0.001 per share	200,000	281,250	D
Performance Stock Units	$2.3999	Oct 31, 2018	D	281,250	D	Mar 31, 2018	Mar 31, 2020	Common Stock, par value $0.001 per share	281,250	0	D

Explanation of responses

F1Disposed 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.
F2This 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.
F3This 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.
F4These 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.
F5This 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.
F6This 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.
F7This 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.