| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IMAGE ENTERTAINMENT INC [ DISK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Restricted Common Stock Award (A)(1) | 11/19/2010 | A | 8,005,550(2) | A | $0 | 8,009,050 | D | |||
| Restricted Common Stock Award (B)(1) | 11/19/2010 | A | 1,502,877(2) | A | $0 | 9,511,927 | D | |||
| Restricted Common Stock Award (C)(1) | 11/19/2010 | A | 345,405(2) | A | $0 | 9,857,332 | D | |||
| Common Stock | 11/18/2010 | C | 17,893,837 | A | (3) | 27,751,169 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) (A)(1) | $0.2 | 11/19/2010 | A | 1,793,165 | 01/08/2011(4) | 11/19/2020 | Common Stock | 1,793,165 | $0 | 1,793,165 | D | ||||
| Stock Option (right to buy) (B)(1) | $0.2 | 11/19/2010 | A | 946,801 | (5) | 11/19/2020 | Common Stock | 946,801 | $0 | 946,801 | D | ||||
| Stock Option (right to buy) (C)(1) | $0.2 | 11/19/2010 | A | 2,104,273 | (6) | 11/19/2020 | Common Stock | 2,104,273 | $0 | 2,104,273 | D | ||||
| Series C Junior Participating Preferred Stock | (3) | 11/18/2010 | C | 17,893.837 | 04/14/2010 | (3) | Common Stock | 17,893,837 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Award granted in satisfaction of a prior contractual agreement by the issuer with the reporting person under an employment agreement entered into in April 2010 to grant such award. |
| 2. Shares vest and cease to be subject to forfeiture upon continued service and/or satisfaction of certain performance-related conditions (including stock price achievement) or other conditions applicable to the award. |
| 3. The Series C Junior Participating Preferred Stock ("Series C Preferred Stock") automatically converted into shares of common stock at a ratio of 1,000 shares of common stock for each share of Series C Preferred Stock on November 18, 2010, the date that sufficient authorized but unissued common stock became available to convert all outstanding Series C Preferred Stock into common stock. The Series C Preferred Stock had no expiration date. |
| 4. 25% vests on January 8, 2011 and 6.25% vests each three-month period thereafter (vesting round up to nearest whole share). 100% vested on January 8, 2014. |
| 5. 100% vested upon the earlier of (i) the date the stock's fair market value equals or exceeds $0.0773 for any 20 out of 30 consecutive trading days on or after January 8, 2012, (ii) a change in control in which the stock's equity value equals or exceeds $0.0733 per share, or (iii) January 8, 2019. |
| 6. 100% vested upon the earlier of (i) the date the stock's fair market value equals or exceeds $0.19 for any 20 out of 30 consecutive trading days on or after January 8, 2013 (ii) a change in control in which the stock's equity value equals or exceeds $0.19 per share, or (iii) January 8, 2019. |
| Remarks: |
| Dawn A. Martens, Attorney-in-Fact | 11/19/2010 | |
| ** 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 4 (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. | ||