SEC Form 4 · accession 0001209191-18-056782
RLJ ENTERTAINMENT, INC. · RLJE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
RLJ SPAC Acquisition, LLC
10% Owner
Period of report
Oct 31, 2018
Accepted (ET)
Nov 1, 2018 · 4:43 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 shareF3 | Oct 31, 2018 | J | 6,794,465 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3 | $3.00 | Oct 31, 2018 | J | 1,500,000 | D | Oct 14, 2016 | May 20, 2020 | Common Stock, par value $0.001 per share | 1,500,000 | 0 | D |
Explanation of responses
- F1RLJ Entertainment, Inc. ("RLJE"), AMC Networks, Inc. ("AMC"), Digital Entertainment Holdings LLC, an indirect subsidiary of AMC ("DEH") and River Merger Sub, Inc., a subsidiary of DEH ("Merger Sub") are parties to the Agreement and Plan of Merger, dated as of July 29, 2018 as amended by Amendment No. 1 dated as of October 2, 2018 (the "Merger Agreement") providing for the merger of Merger Sub with and into RLJE with RLJE surviving as a wholly-owned subsidiary of DEH (the "Merger").
- F2On October 31, 2018, RLJE and Merger Sub consummated the Merger pursuant to the terms of the Merger Agreement. On October 31, 2018, immediately prior to the Merger, pursuant to the terms of the Contribution Agreement, dated as of July 29, 2018, by and among Robert L. Johnson, The RLJ Companies, LLC, RLJ SPAC Acquisition LLC ("RLJ SPAC"), DEH and AMC Digital Entertainment Holdings LLC (the "Contribution Agreement"), RLJ SPAC contributed to DEH all of its shares of common stock, par value $0.001 per share of RLJE ("Common Stock") and warrants to purchase shares of Common Stock from RLJE with an exercise price of $3.00 and an initial exercise date of May 20, 2015 (the "2015 Warrants") in exchange for membership interests in DEH.
- F3The shares of Common Stock and 2015 Warrants held by RLJ SPAC were valued in accordance with the Merger consideration paid to holders of Common Stock and 2015 Warrants pursuant to the Merger Agreement.