FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RHI Entertainment, Inc. [ RHIE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 12/18/2009 | C | 9,102,953 | A | $0.00 | 9,102,953 | I | by KRH Investments LLC(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Membership Unit(1) | $0.00 | 12/22/2009 | 12/18/2009 | C | 9,102,953 | (12) | (12) | Common Stock | 9,102,953 | $0.00 | 0 | I | by KRH Investments LLC(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On June 23, 2008, RHI Entertainment, Inc. ("RHI Inc.") completed its initial public offering of common stock. In connection with the closing of the offering, RHI Inc. and KRH Investments LLC ("KRH") entered into the RHI Entertainment Holdings II, LLC ("Holdings II") operating agreement, which provides, among other things, that each unit in Holdings II held by KRH may be exchanged, subject to certain restrictions for one share of common stock of RHI Inc. or cash. |
2. Membership Units of Holdings II are beneficially owned by KRH and KRH has the right to exchange such units, on a one-for-one basis, into shares of RHI Inc, common stock as described in notes (1) and (12). |
3. Kelso AIV GP VII, LLC ("GP VII LLC") is the general partner of Kelso AIV GP VII, L.P. ("GP VII LP"). GP VII LP is the general partner of Kelso AIV VII, L.P. ("Kelso AIV"). Kelso AIV and Kelso Blocker VII, LLC ("Kelso Blocker") are members of Kelso Interco VII, LLC ("Kelso Interco"), the majority owner of KRH Investments LLC. Each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco disclaims beneficial ownership of the securities owned of record by KRH Investments LLC, except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
4. Each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, due to their common control, could be deemed to beneficially own each other's securities. GP VII LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
5. GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, Kelso AIV, Kelso Blocker and Kelso Interco, except, in the case of Kelso AIV, Kelso Blocker and Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
6. Kelso AIV disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso Blocker and Kelso Interco, except, in the case of Kelso Blocker and Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
7. Kelso Blocker disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by GP VII LLC, GP VII LP, Kelso AIV and Kelso Interco, except, in the case of Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
8. Kelso Interco disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso AIV and Kelso Blocker, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
9. KEP VI AIV, LLC ("KEP VI") and GP VII LLC due to their common control could be deemed to beneficially own each other's securities. KEP VI disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and Kelso AIV, Kelso Blocker and Kelso Interco disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. |
10. KEP VI disclaims beneficial ownership of the securities owned of record by KRH Investments LLC, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
11. Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore may be deemed to share beneficial ownership of securities owned of record, or deemed beneficially owned by GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, KEP VI and KRH Investments LLC, by virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore is the beneficial owner of these securities for purposes of Section 16 or for any other purposes. |
12. Membership Units of Holdings II may be exchanged for shares of RHI Inc. common stock at any time after December 23, 2008. |
Remarks: |
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso Interco VII, LLC; Kelso AIV GP VII, L.P.; Kelso AIV GP VII, LLC; Kelso AIV VII, L.P.; Kelso Blocker VII, LLC; KEP VI AIV, LLC; Philip E. Berney; Frank K. Bynum, Jr.; James J. Connors, II; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Church M. Moore; Frank T. Nickell; Stanley de J. Osborne; David I. Wahrhaftig and Thomas R. Wall, IV. |
/s/ James J. Connors, II, Attorney-in-Fact for KEP VI AIV, LLC | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for Philip E. Berney | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for Frank K. Bynum | 12/21/2009 | |
/s/ James J. Connors, II | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for Stanley de J. Osborne | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for Church M. Moore | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for George E. Matelich | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for Frank T, Nickell | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for David I. Wahrhaftig | 12/21/2009 | |
/s/ James J. Connors, II, Attorney-in-Fact for Thomas R. Wall, IV | 12/21/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |