SEC Form 4 · accession 0001209191-18-056783

RLJ ENTERTAINMENT, INC. · RLJE

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

Reporting owner

Director

Period of report

Oct 31, 2018

Accepted (ET)

Nov 1, 2018 · 4:44 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	44,712	$6.25	D	0	D
Common Stock, par value $0.001 per share	Oct 31, 2018	D	96,714	$6.25	D	0	I	By Sudbury Capital Fund, LP

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrants	$1.50	Oct 31, 2018	S	200,000	D	Oct 14, 2016	May 20, 2020	Common Stock, par value $0.001 per share	200,000	I
Series C-2 Convertible Preferred Stock	$3.00	Oct 31, 2018	J	2,000	D	Oct 14, 2016	May 20, 2020	Common Stock, par value $0.001 per share	2,000	I
Series D-1 Convertible Preferred Stock	$3.00	Oct 31, 2018	J	184	D	Oct 14, 2016	May 20, 2020	Common Stock, par value $0.001 per share	184	I

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.
F2In connection with the merger, these warrants were 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 warrants multiplied by $6.25 minus the exercise price of such warrants.
F3Following the effective time of the merger, the holder may elect to receive (i) $7.86 in cash per share of Common Stock of RLJ Entertainment, Inc. previously issuable upon conversion of such Preferred Stock or (ii) a security of the successor entity substantially similar to Preferred Stock, including having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Stock and having similar ranking to the Preferred Stock, and convertible into the publicly traded, exchange listed common stock of the successor entity (including its parent entity).