SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hsu John

(Last)

(First)

(Middle)

C/O RLJ ENTERTAINMENT, INC.

8515 GEORGIA AVE., SUITE 650

(Street)

SILVER SPRING

20910

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:

Pursuant to the Investment Agreement, dated August 19, 2016, between Digital Entertainment Holdings LLC ("DEH") and RLJ Entertainment, Inc. ("RLJE"), for so long as DEH (i) holds the warrants to purchase from RLJE shares of common stock, par value $0.001 per share, of RLJE that were issued to DEH on October 14, 2016 or (ii) any amounts remain outstanding under the Credit Agreement, dated October 14, 2016, between DEH and RLJE, DEH has the right to designate two directors to the RLJE Board of Directors (the "Board"). Effective as of October 14, 2016, John Hsu was appointed to serve on the Board as a representative of DEH. Exhibit 24 - Power of Attorney

No securities are beneficially owned.

	/s/ John Hsu	10/18/2016
	** 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 5 (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.