0001209191-18-056782.txt : 20181101 0001209191-18-056782.hdr.sgml : 20181101 20181101164328 ACCESSION NUMBER: 0001209191-18-056782 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181031 FILED AS OF DATE: 20181101 DATE AS OF CHANGE: 20181101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RLJ SPAC Acquisition, LLC CENTRAL INDEX KEY: 0001512917 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35675 FILM NUMBER: 181154437 BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-280-7737 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RLJ ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001546381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 454950432 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8515 GEORGIA AVENUE STREET 2: SUITE 650 CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 301-608-2115 MAIL ADDRESS: STREET 1: 8515 GEORGIA AVENUE STREET 2: SUITE 650 CITY: SILVER SPRING STATE: MD ZIP: 20910 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-31 1 0001546381 RLJ ENTERTAINMENT, INC. RLJE 0001512917 RLJ SPAC Acquisition, LLC 3 BETHESDA METRO CENTER, SUITE 1000 BETHESDA MD 20814 0 0 1 0 Common Stock, par value $0.001 per share 2018-10-31 4 J 0 6794465 6.25 D 0 D Warrants 3.00 2018-10-31 4 J 0 1500000 3.25 D 2016-10-14 2020-05-20 Common Stock, par value $0.001 per share 1500000 0 D RLJ 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"). On 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. The 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. Dawn A. Martens, Attorney-in-fact 2018-11-01