X0306 4 2012-10-03 1 0000216324 IMAGE ENTERTAINMENT INC DISK 0001481222 Avagliano John P C/O IMAGE ENTERTAINMENT, INC. 20525 NORDHOFF STREET, SUITE 200 CHATSWORTH CA 91311 0 1 0 0 COO and CFO Common Stock 2012-10-03 4 D 0 395983 0 D 3180417 D Common Stock 2012-10-03 4 D 0 3180417 D 0 D Restricted Common Stock Award (C) 2012-10-03 4 D 0 166864 0 D 0 D Restricted Common Stock Award (A&B) 2012-10-03 4 D 0 2308561 0 D 2282750 D Restricted Common Stock Award (A&B) 2012-10-03 4 D 0 2282750 D 0 D Stock Option (right to buy) (A,B&C) 0.20 2012-10-03 4 D 0 2339748 0 A 2012-10-03 2020-11-19 Common Stock 2339748 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. Restricted stock awards forfeited to the Company without payment and cancelled immediately prior to the effective time of the Merger. Stock options terminated at the effective time of the Merger. /s/ Dawn A. Martens, Attorney-in-fact 2012-10-05