SEC Form 4 · accession 0001209191-18-056784
RLJ ENTERTAINMENT, INC. · RLJE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sudbury Capital Fund, LP
10% Owner
Period of report
Oct 31, 2018
Accepted (ET)
Nov 1, 2018 · 4:45 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 | 96,714 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 0 | D |
| 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 | 0 | D |
| 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 | 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.
- 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).