SEC FORM 4

SEC Form 4

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^*

HYDE JOHN W

(Last)

(First)

(Middle)

C/O RLJ ENTERTAINMENT, INC.

3 BETHESDA METRO CENTER, SUITE 1000

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC. [ RLJE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share.	10/03/2012		A		40,098	A	⁽¹⁾	40,098	D
Common Stock, par value $0.001 per share.	10/03/2012		A		65,691	A	⁽¹⁾	65,691	I	By Producers Sales Organization⁽²⁾
Common Stock, par value $0.001 per share.	10/03/2012		A		22,216	A	⁽³⁾	87,907	I	By Producers Sales Organization⁽²⁾
Common Stock, par value $0.001 per share.	10/03/2012		A		37,778	A	⁽⁴⁾	125,685	I	By Producers Sales Organization⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to purchase common stock	$12	10/03/2012		A		5,795		11/03/2012	⁽⁵⁾	Common Stock	5,795	⁽³⁾	5,795	I	By Producers Sales Organization⁽²⁾

Explanation of Responses:

1. Received in exchange for an aggregate of 10,883,777 shares of common stock, par value $0.0001 per share (the "Image Common Stock"), of Image Entertainment, Inc. ("Image"), in connection with the merger of Image with RLJ Merger Sub II, 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. On the effective date of the Merger, the closing price of the Image Common Stock was $0.04 per share. On the first day of trading of the Issuer's common stock, par value $0.001 per share (the "Issuer Common Stock"), following the date of the Merger, the opening price of the Issuer Common Stock was $8.10 per share.

2. Includes (i) an aggregate of 125,685 shares of Issuer Common Stock held by Producers Sales Organization, the Reporting Person's wholly owned consulting business ("PSO"); and (ii) a warrant to purchase 5,795 shares of Issuer Common Stock held by PSO.

3. Pursuant to that certain Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and among the Issuer, RLJ Acquisition, Inc. and the holders of Image's preferred stock, the Issuer issued 22,216 shares of Issuer Common Stock to PSO as consideration for 850 shares of Image's Series B Cumulative Preferred Stock. Additionally, PSO also received as consideration (i) $85,000, (ii) a promissory note from the Issuer in the aggregate principal amount of $675,296.44, and (iii) a warrant to purchase 5,795 shares of the Issuer Common Stock at an exercise price of $12.00 per share.

4. Pursuant to that certain Share Escrow Agreement, dated April 2, 2012, by and among JH Partners Evergreen Fund, L.P., JH Investment Partners III, L.P., JH Investment Partners GP Fund III, LLC (collectively, the "JH Parties"), Theodore S. Green, PSO, John Avagliano, and Perkins Coie LLP, as escrow agent, and in connection with the closing of the Merger, PSO acquired 37,778 shares of Issuer Common Stock from the JH Parties which are being held in escrow until April 3, 2014, subject to forfeiture to the JH Parties.

5. The warrants expire on the earlier to occur of: (i) October 3, 2017 and (ii) the liquidation of the Issuer.

Remarks:

President, Global and Strategic Development

	/s/ John W. Hyde	10/05/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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