Filed Pursuant to Rule 424(b)(3)

Registration No. 333-205588

PROSPECTUS

10,348,752 Shares of Common Stock Issuable Upon the Exercise of Convertible Preferred Stock

3,104,628 Shares of Common Stock Issuable Upon the Exercise of $4.50 Warrants

This prospectus relates to the sale of (i) up to 10,348,752 shares of our common stock that are issuable upon the conversion of our convertible preferred stock. and (ii) up to 3,104,628 shares of our common stock that are issuable upon the exercise of our warrants, which may be offered for sale from time to time by the persons (and their transferees) identified in the heading “Selling Holders” on page 10 of this prospectus who currently own such securities or may acquire such securities upon transfer.

On May 14, 2015, we entered into a securities purchase agreement with various accredited investors to issue (i) 4,000 shares of our Series A-1 Convertible Preferred Stock, (ii) 2,000 shares of our Series A-2 Convertible Preferred Stock, (iii) 25,046 shares of Series B Convertible Preferred Stock and (iv) warrants to purchase a number of shares of common stock equal to 30% of such investor’s shares of common stock issuable upon conversion of such investors preferred stock.  On June 24, 2016, we reverse split our common stock on a one for three basis.  Following the reverse split, each share of preferred stock is convertible into 333 shares of common stock and each warrant represents the right to purchase our common stock at any time and from time to time through May 20, 2020 at an exercise price of $4.50 per share.

The selling holders are investors that were issued shares of preferred stock and warrants on May 20, 2015 pursuant to the securities purchase agreement.  We will not receive any proceeds from the sale of the common stock issuable upon the conversion of the preferred stock by the selling holders.  If warrants are exercised, we will receive $4.50 for each share of common stock acquired when warrants are exercised. We are registering the common stock for resale by the selling holders, but that does not necessarily mean that they will sell any of the common stock.

A current prospectus must be in effect at the time of the sale of the common stock issuable upon the conversion of the preferred stock or upon the exercise of warrants. The selling holders will sell at prevailing market prices, or privately negotiated prices. The selling holders will be responsible for any commissions or discounts due to brokers or dealers.  We will pay all of the other offering expenses.  Each selling holder or dealer selling common stock issuable upon the conversion of the preferred stock or upon the exercise of warrants is required to deliver a current prospectus upon the sale.  In addition, for the purposes of the Securities Act of 1933, as amended, the selling holders may be deemed to be underwriters.

Our common stock is traded on the NASDAQ Capital Market under the symbol “RLJE.” On June 29, 2016, the closing price for our common stock on the NASDAQ Capital Market was $2.00 per share.

YOU SHOULD READ THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is June 30, 2016.

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Table of Contents

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ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement. The selling holders may sell, from time to time, in one or more offerings, the common stock described in this prospectus. This prospectus only provides you with a general description of the common stock they may offer. If required when they sell shares of common stock under this prospectus, we will provide a prospectus supplement that contains specific information about the terms of the offering of the common stock. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus, any prospectus supplement and the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” before buying securities in this offering.

You should rely only on the information contained in or incorporated by reference into this prospectus.  Neither we nor the selling stockholders have authorized anyone to give you additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

PROSPECTUS SUMMARY

SUMMARY OF THE OFFER

This summary does not contain all of the information that you should consider in making an investment decision.  You should read the entire prospectus and the documents incorporated by reference before investing.  Unless otherwise stated in this prospectus, references to “we,” “us,” or “our company” refer to RLJ Entertainment, Inc.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below and in our annual report on Form 10-K, together with all of the other information included or incorporated by reference in this prospectus, before deciding to invest in our common stock. If any of the events described in the risk factors actually occur, our business, business prospects, financial condition, results of operations or cash flows could be materially affected. In any such case, the trading price of our common stock could decline, and you could lose all or part of your investment. This prospectus also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described.

Risks Associated with Our Liquidity, Our Business and Our Industry

For a description of the risks associated with our liquidity, our business and industry please see the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015.

Risks Relating to Our Stock

Our stock price may be subject to substantial volatility, and stockholders may lose all or a substantial part of their investment. Our common stock currently trades on the Nasdaq Capital Market (NASDAQ). There is limited public float, and trading volume historically has been low and sporadic. As a result, the market price for our common stock may not necessarily be a reliable indicator of our fair market value. The price at which our common stock trades may fluctuate as a result of a number of factors, including the number of shares available for sale in the market, quarterly variations in our operating results, actual or anticipated announcements of new releases by us or competitors, the gain or loss of significant customers, changes in the estimates of our operating performance, fluctuations in the fair value of our common stock warrant liability and market conditions in our industry and the economy as a whole.

If we fail to meet all applicable continued listing requirements of the Nasdaq Capital Market and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment, adversely affect our ability to raise needed funds and subject us to additional trading restrictions and regulations.  Companies listed on The NASDAQ Stock Market, or NASDAQ, are subject to delisting for, among other things, failure to maintain a minimum closing bid price per share of $1.00 for 30 consecutive business days.  On January 12, 2016, we received a deficiency letter from NASDAQ, indicating that for the last 30 consecutive business days our common stock had a closing bid price below the $1.00 minimum closing bid as required for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a grace period of 180 calendar days, or until July 11, 2016, to regain compliance with this requirement. On June 24, 2016, the Company effected a 1-for-3 reverse stock split, and on June 24, 2016 the closing price of our common stock was $2.20 per share. Although we believe that we have regained compliance with the minimum closing bid price requirement, we cannot be sure that our share price will continue to comply with this requirement.  

In addition, companies listed on NASDAQ are subject to delisting for, among other things, failure to maintain a minimum stockholders equity of $2,500,000.  On April 21, 2016, we received a deficiency letter from NASDAQ, stating that our annual report on Form 10-K for the year ended December 31, 2015 did not report $2,500,000 of stockholders equity as required for continued listing set forth in Nasdaq Listing Rule 5550(b)(1). In accordance with Nasdaq Listing Rule 5810(c)(2)(C), we were provided a grace period of 45 calendar days, or until June 6, 2016, to submit a plan to regain compliance with this requirement.  On June 2, 2016, we submitted to NASDAQ our plan to regain compliance, and on June 27, 2016, NASDAQ approved the plan and provided an extension of time to implement the plan and regain compliance with the minimum stockholders equity requirement by August 5, 2016.  The Company is currently working to implement the plan, including negotiating certain amendments to the terms of our preferred stock and $4.50 warrants.  We cannot be sure that we will be able to successfully implement the plan and regain compliance, or if successfully implemented, that our stockholders equity will continue to comply with this requirement.

NASDAQ's notices have no immediate effect on the listing of our common stock on the NASDAQ Capital Market. However, we cannot assure you that we will be able to meet these or other continued listing requirements of NASDAQ.  If our common stock loses its status on The NASDAQ Capital Market, our common stock would likely trade in the over-the-counter market. If our shares were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and any security analysts’ coverage of us may be reduced. In addition, in the event our common stock is delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our common stock, further limiting the liquidity of our common stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock. Such delisting from The NASDAQ Capital Market and continued or further declines in our share price could also greatly impair our ability to raise additional necessary

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capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

Any future issuances of equity may significantly affect the market price of our common stock. Future issuances of substantial amounts of our common stock, including shares that we may issue upon exercise of outstanding warrants, or other convertible securities, if any, could adversely affect the market price of our common stock. Further, if we raise additional funds through the issuance of common stock or securities convertible into or exercisable for common stock, our stockholders may experience substantial dilution and the price of our common stock may fall. New equity securities issued may also have greater rights, preferences or privileges than our existing common stock.

Additional authorized shares of common stock available for issuance may adversely affect the market. We are authorized to issue 250,000,000 shares of our common stock. As of June 24, 2016, we had 4,711,091 shares of our common stock outstanding, excluding shares issuable upon conversion of our outstanding preferred stock and exercise of our outstanding warrants. As of June 24, 2016, we had outstanding preferred stock convertible into 10,348,752 shares of our common stock at a conversion price of $3.00 per share and warrants to purchase 7,013,897 and 3,104,628 shares of our common stock at a price of $36.00 and $4.50 per share, respectively.  To the extent the shares of common stock are issued, preferred stock is converted or warrants are exercised, holders of our common stock will experience dilution.

Provisions in our amended and restated articles of incorporation and Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. Our amended and restated articles of incorporation contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Nevada law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of June 29, 2016, with respect to the beneficial ownership of shares of our Common Stock owned by (i) each person, who, to our knowledge based on Schedules 13D or 13G or other reports filed with the SEC, is the beneficial owner of more than 5% of our outstanding Common Stock, (ii) each person who is a director, (iii) each Named Executive Officer, and (iv) all of our directors and executive officers as a group.

Notes to Beneficial Ownership Table:

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USE OF PROCEEDS

The common stock issuable upon conversion of the preferred stock and the exercise of the $4.50 warrants are being offered solely for the accounts of the selling holders.  We will not receive any proceeds from the sale of the common stock issuable upon conversion of the preferred stock.

We will receive the exercise price of the $4.50 warrants if and when the warrants are exercised.  We do not know whether any warrants will be exercised, or if any warrants are exercised, when they will be exercised. It is possible that the warrants may expire and never be exercised.

We intend to use any proceeds from the exercise of the $4.50 warrants for general corporate purposes.

SELLING HOLDERS

The following tables set forth certain information as of June 29, 2016 with respect to the selling holders, including:

Because the selling holders or their transferees may offer all, a portion or none of the common stock issuable upon conversion of the preferred stock and exercise of the $4.50 warrants offered pursuant to this prospectus, no estimate can be given as to the amount of common stock that will be held by the selling holders upon termination of the offering. See “Plan of Distribution.”

We issued the preferred stock and $4.50 warrants to the selling holders in a private placement on May 20, 2015.

Unless set forth below, none of the selling holders selling in connection with the prospectus has held any position or office with, been employed by, or otherwise has had a material relationship with us or any of our affiliates during the three years prior to the date of the prospectus.

The common stock issuable upon conversion of the preferred stock and exercise of the $4.50 warrants offered by this prospectus may be offered from time to time by the selling holders named below or by any of their pledgees, donees, transferees or other successors in interest. The amounts set forth below are based upon information provided by the selling holders and are accurate to the best of our knowledge. It is possible, however, that the selling holders may acquire or dispose of additional warrants or shares of common stock from time to time after the date of this prospectus.

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PLAN OF DISTRIBUTION

Shares of our common stock may be issued upon conversion of the preferred stock currently outstanding or the exercise of the $4.50 warrants currently outstanding in accordance with the terms described below under “Description of Capital Stock and Warrants.” No further fees, expenses or commissions are due to any agent or underwriter in connection with the conversion of the preferred stock or exercise of the warrants.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. If the plan of distribution involves an arrangement with a broker-dealer for the sale of shares through a block trade, special offering, or secondary distribution or purchase by a broker or dealer, the amendment or supplement will disclose:

In effecting sales, broker-dealers engaged by us may arrange for other broker-dealers to participate. Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, in connection with sales of the shares. Accordingly, any commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act.

The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in some states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period beginning on the later of one business day prior to the determination of the offering price or such time that a person becomes a distribution participant, and ending upon such person’s completion of participation in the distribution. In addition, each selling stockholder will be subject to applicable provisions of the Securities Exchange Act and the associated rules and regulations under the Securities Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

We will bear the costs of registering the shares.

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LEGAL MATTERS

Arent Fox LLP has passed upon the validity of the shares of common stock being offered hereby.

EXPERTS

The consolidated financial statements as of December 31, 2015 and for the year then ended incorporated by reference in this Prospectus have been so incorporated by reference in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of RLJ Entertainment, Inc. as of December 31, 2014 and for the year then ended have been incorporated by reference in this Prospectus in reliance on the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC with respect to this offering. This prospectus constitutes only part of the registration statement and does not contain all of the information set forth in the registration statement, its exhibits and its schedules. For further information with respect to us and our securities, we refer you to the registration statement and to the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document to which we make reference are not necessarily complete and, in each instance, we refer you to the copy of the contract, agreement or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. We also make available free of charge through our website at www.rljentertainment.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after they are filed electronically with the SEC. You may read and copy any reports, statements or other information that we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may request copies of these documents, upon payment of a copying fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for information on the operation of the Public Reference Room. Our SEC filings are also available to the public on the SEC internet site at http://www.sec.gov.

INCORPORATION BY REFERENCE

The SEC permits us to incorporate by reference in this prospectus some information that is contained in other documents we file with the SEC.  This means that we may disclose important information by referring you to other documents that contain the information, including documents that we file after the date of this prospectus. The information that is incorporated by reference is considered part of this prospectus.

We incorporate by reference the documents listed below:

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Information in this prospectus may add to, update or change information in a previously filed document incorporated by reference in this prospectus.  In that case, you should reply on the information in this prospectus.  Information in a document filed after the date of this prospectus may add to, update or change information in this prospectus or in a previously filed document incorporated by reference in this prospectus.  In that case, you should rely on the information in the later field document.

We will provide each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that we incorporate by reference in this prospectus contained in the registration statement (except exhibits to the documents that are not specifically incorporated by reference) at no cost to you, by writing or calling us at

Corporate Secretary

RLJ Entertainment, Inc.

8515 Georgia Avenue, Suite 650

Silver Spring, Maryland  20910

(301) 608-2115

Information about us, including the documents incorporated by reference in this prospectus, is also available at our website at http://www.rljentertainment.com. However, the information in our website is not a part of this prospectus, and other than the documents specifically incorporated by reference, is not incorporated by reference into this prospectus.

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Up to 13,453,380 Shares

Common Stock

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PROSPECTUS

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Until ninety (90) days after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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