UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
RLJ Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74965F203
(CUSIP Number)
The RLJ Companies, LLC
3 Bethesda Metro Center
Suite 1000
Bethesda, MD 20814
Attn. H. Van Sinclair
(301) 280-7700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 3, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS |
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RLJ SPAC Acquisition, LLC |
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Check The Appropriate Box if a Member of a Group |
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(see instructions) |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY |
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SOURCE OF FUNDS (see instructions) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐ |
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PURSUANT TO ITEM 2(d) or 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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SOLE VOTING POWER |
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NUMBER OF |
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- |
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SHARES |
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SHARED VOTING POWER |
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BENEFICIALLY |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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OWNED BY |
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SOLE DISPOSITIVE POWER |
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EACH |
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REPORTING |
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SHARED DISPOSITIVE POWER |
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PERSON WITH |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ☐ |
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CERTAIN SHARES (see instructions) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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53.27% (See Item 5 below) |
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TYPE OF REPORTING PERSON (see instructions) |
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OO |
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NAMES OF REPORTING PERSONS |
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The RLJ Companies, LLC |
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2 |
Check The Appropriate Box if a Member of a Group |
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(see instructions) |
(a) ☐ |
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(b) ☒ |
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3 |
SEC USE ONLY
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SOURCE OF FUNDS (see instructions) OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEM 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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SOLE VOTING POWER |
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NUMBER OF |
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- |
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SHARES |
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SHARED VOTING POWER |
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BENEFICIALLY |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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OWNED BY |
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SOLE DISPOSITIVE POWER |
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EACH |
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- |
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REPORTING |
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SHARED DISPOSITIVE POWER |
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PERSON WITH |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ☐ |
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CERTAIN SHARES (see instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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53.27% (See Item 5 below) |
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TYPE OF REPORTING PERSON (see instructions) |
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HC-OO |
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NAMES OF REPORTING PERSONS |
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Robert L. Johnson |
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Check The Appropriate Box if a Member of a Group |
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(see instructions) |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY
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SOURCE OF FUNDS (see instructions) PF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐ PURSUANT TO ITEM 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
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SOLE VOTING POWER |
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NUMBER OF |
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- |
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SHARES |
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SHARED VOTING POWER |
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BENEFICIALLY |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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OWNED BY |
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SOLE DISPOSITIVE POWER |
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EACH |
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- |
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REPORTING |
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SHARED DISPOSITIVE POWER |
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PERSON WITH |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,294,465 shares of common stock consisting of 6,794,465 shares of common stock and warrants to purchase 1,500,000 shares of common stock at $3.00 per share (See Item 5 below)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ☐ |
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CERTAIN SHARES (see instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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53.27% (See Item 5 below) |
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TYPE OF REPORTING PERSON (see instructions) |
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IN |
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AMENDMENT NO. 9 TO SCHEDULE 13D
This Amendment No. 9 amends the Report on Schedule 13D originally filed on October 15, 2012 (the “Original 13D,” and as amended by the Amendment No. 1 to Schedule 13D filed on June 20, 2013, the Amendment No. 2 to Schedule 13D filed on July 31, 2013, the Amendment No. 3 to Schedule 13D filed on December 11, 2013, the Amendment No. 4 to Schedule 13D filed on April 24, 2015, the Amendment No. 5 to Schedule 13D on June 2, 2015, the Amendment No. 6 to Schedule 13D on August 29, 2016, the Amendment No. 7 to Schedule 13D filed on October 19, 2016, and the Amendment No. 8 to Schedule 13D filed on June 20, 2017, the “Amended 13D”) by Mr. Robert L. Johnson, The RLJ Companies, LLC (“The RLJ Companies”) and RLJ SPAC Acquisition, LLC (“RLJ SPAC”) with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of RLJ Entertainment, Inc. (the “Issuer”). Mr. Johnson, The RLJ Companies and RLJ SPAC are collectively referred to as the “Reporting Persons.”
Unless indicated otherwise, all items left blank remain unchanged, and any items which are reported are deemed to amend and update the existing items in the Amended 13D.
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ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The decrease in the Reporting Persons beneficial ownership was due to the expiration of 1,272,223 warrants which expired pursuant to their terms on October 3, 2017.
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
On October 3, 2017, warrants held by RLJ SPAC to purchase 1,272,223 shares of Common Stock expired.
As of October 3, 2017, following the warrants expiration, the Issuer had 14,071,423 outstanding shares of Common Stock. For purposes of Exchange Act Rule 13d-3, each of Mr. Johnson, The RLJ Companies and RLJ SPAC may be deemed to beneficially own 8,294,465 shares of Common Stock (approximately 53.27% of the Common Stock), including 6,794,465 outstanding shares of Common Stock and warrants to purchase 1,500,000 shares of Common Stock at $3.00 per share.
The foregoing beneficial ownership amount and percentage are calculated in accordance with Securities Exchange Act Rule 13d-3, which directs that reporting persons assume that their convertible preferred stock or warrants are converted or exercised, as applicable, in their entirety and that no other holder of convertible preferred stock or warrants converts their convertible preferred stock or exercises their warrants.
Item 7. Material to be Filed as Exhibits
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99.1 |
Agreement of Joint Filing among the Reporting Persons (incorporated by reference to Appendix I to the Original 13D). |
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99.2 |
Power of Attorney (incorporated by reference to Appendix II to the Original 13D). |
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99.3 |
10b5-1 Purchase Plan dated June 19, 2013 [portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission] (previously filed). |
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99.4 |
Agreement between Mr. Robert L. Johnson and Lazard Capital Markets LLC dated June 19, 2013 (previously filed). |
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99.5 |
Securities Purchase Agreement between Issuer and Mr. Robert L. Johnson dated April 15, 2015 (previously filed). |
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99.6 |
Securities Purchase Agreement, dated May 14, 2015, by and among the Issuer and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)). |
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99.7 |
Form of Certificate of Designations of the Series B-2 Convertible Preferred Stock of the Issuer (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)). |
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99.8 |
Form of Warrant of the Issuer (incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)). |
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99.9 |
Form of Registration Rights Agreement, by and among the Issuer and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Issuer on May 15, 2015 (File No. 001-35675)). |
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Voting Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Issuer on August 22, 2016 (File No. 001-35675)) |
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99.11 |
Waiver Agreement (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Issuer on August 22, 2016 (File No. 001-35675)) |
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99.12 |
Executive Waiver Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer on August 22, 2016 (File No. 001-35675)) |
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99.13 |
Preferred Stock and Warrant Exchange Agreement for Series B-2 Convertible Preferred Stock (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed by the Issuer on August 22, 2016 (File No. 001-35675)) |
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99.14 |
Certificate of Designations of Series D-2 Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed by the Issuer on October 17, 2016 (File No. 001-35675)) |
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99.15 |
Exchanged 2015 Warrant (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Issuer on October 17, 2016 (File No. 001-35675)) |
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99.16 |
Stockholders Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer on October 17, 2016 (File No. 001-35675)) |
SCHEDULE 13D
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CUSIP No. |
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Page 7 of 7 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: October 4, 2017 |
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RLJ SPAC ACQUISITION, LLC |
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By: /s/ H. Van Sinclair |
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Name: H. Van Sinclair |
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Title: President |
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Dated: October 4, 2017 |
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THE RLJ COMPANIES, LLC |
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By: /s/ H. Van Sinclair |
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Name: H. Van Sinclair |
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Title: President |
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ROBERT L. JOHNSON |
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Dated: October 4, 2017 |
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/s/ Robert L. Johnson |
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Name: Robert L. Johnson |