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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC. [ RLJE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/03/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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, par value $0.001 per share. | 10/03/2012 | A | 3,215,011 | A | (1) | 3,215,011 | I | By RLJ SPAC Acquisition, LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Warrant to purchase common stock | $12 | 10/03/2012 | A | 3,816,667 | 11/03/2012 | (3) | Common Stock | 3,816,667 | (4) | 3,816,667 | I | By RLJ SPAC Acquisition(2) |
Explanation of Responses: |
1. Received in exchange for 3,215,011 shares of common stock, par value $0.001 per share, of RLJ Acquisition, Inc. ("RLJ Acquisition") in connection with the consummation on October 3, 2012 of the merger (the "Merger") of RLJ Acquisition with RLJ Merger Sub I, Inc., a wholly-owned subsidiary of RLJ Entertainment, Inc. (the "Issuer") and in reliance upon the exemption from Section 16(b) of the Securities Exchange Act of 1934, as amended provided in Rule 16b-3 promulgated thereunder. |
2. The shares and warrants reported herein are held in the name of RLJ SPAC Acquisition, LLC as reported on the Form 3 of RLJ SPAC Acquisition, LLC filed with the SEC on October 3, 2012. The Reporting Person, in his capacities as the sole manager and sole voting member of The RLJ Companies, LLC, the sole manager and sole voting member of RLJ SPAC Acquisition, LLC, which is a director of the Issuer by deputization. The Reporting Person may be deemed to be the beneficial owner of the securities reported herein. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
3. The warrants expire on the earlier to occur of: (i) October 3, 2017 and (ii) the liquidation of the Issuer. |
4. In connection with the consummation on October 3, 2012 of the Merger, warrants to purchase 3,816,667 shares of RLJ Acquisition's common stock were automatically converted into warrants to purchase 3,816,667 shares of the Issuer's common stock. |
/s/ Robert L. Johnson | 10/05/2012 | |
** 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. |