SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RLJ Entertainment, Inc.
(Name of Issuer)
Common Stock, $0.001 per share
(Title of Class of Securities)
74965F104
(CUSIP Number)
October 3, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
T	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 6 Pages)

 

1	NAME OF REPORTING PERSON Senator Investment Group LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) T
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 1,372,500*
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 1,372,500*
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,372,500*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.42%
12	TYPE OF REPORTING PERSON IA

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CUSIP No.  74965F104

13G/A

Page 3 of 6 Pages

Item 1 (a).	NAME OF ISSUER
	RLJ Entertainment, Inc.

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	3 Bethesda Metro Center, Suite 1000
	Bethesda, MD 20814

Item 2 (a).	NAME OF PERSON FILING
	Senator Investment Group LP

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The principal office of Senator Investment Group LP is:
	510 Madison Avenue
	28th Floor
	New York, NY 10022

Item 2(c).	CITIZENSHIP
	Senator Investment Group LP is a Delaware limited partnership.

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Common Stock, $0.001 Par Value

Item 2(e).	CUSIP NUMBER
	74965F104

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	Not applicable.

 

Item 4.	OWNERSHIP
	(a)	Amount beneficially owned:  1,372,500*
	(b)	Percent of class:  9.42%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:  1,372,500*
		(ii)	Shared power to vote or to direct the vote:  0
		(iii)	Sole power to dispose or to direct the disposition of:  1,372,500*
		(iv)	Shared power to dispose or to direct the disposition of:  0
	Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to two Delaware limited partnerships, four Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Douglas Silverman, a United States citizen, and Alexander Klabin, a United States citizen, have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.
	Senator Investment Group LP disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that Senator Investment Group LP is the beneficial owner of such securities for purposes of Section 13 or for any other purpose.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP
	Not applicable.

 

* Includes 1,237,500 shares of common stock issuable upon exercise of warrants.

 

** All ownership percentages reported herein are based on 13,339,968 shares of the Issuer's Common Stock issued and outstanding as of November 30, 2012, as reported by the Issuer in its quarterly report on Form 10-Q/A for the period ending September 30, 2012 filed on December 19, 2012.

CUSIP No.  74965F104

13G/A

Page 5 of 6 Pages

Item 10.

CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

CUSIP No.  74965F104

13G/A

Page 6 of 6 Pages