X0306 4 2012-10-03 1 0000216324 IMAGE ENTERTAINMENT INC DISK 0001259374 George Mary J C/O IMAGE ENTERTAINMENT, INC. 20525 NORDHOFF STREET, SUITE 200 CHATSWORTH CA 91311 1 0 0 0 Common Stock 2012-10-03 4 D 0 251405 0 D 248595 D Common Stock 2012-10-03 4 D 0 248595 D 0 D Shares of common stock contributed to the Company for no consideration and cancelled immediately prior to the effective time of the merger (the "Merger") of Image Entertainment, Inc. (the "Company") with RLJ Merger Sub II, Inc., a wholly-owned subsidiary of RLJ Entertainment, Inc. ("Holdings"). Each share disposed of in exchange for .00972 shares of common stock of Holdings in connection with the Merger. On the effective date of the Merger, the closing price of the Company common stock was $0.04 per share. On the first day of trading following completion of the Merger, the opening price of the Holdings common stock was $8.10 per share. /s/ Dawn A. Martens, Attorney-in-fact 2012-10-05