| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC. [ RLJE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/03/2012 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
| Common Stock, par value $0.001 per share. | 10/03/2012 | A | 53,101 | A | (1) | 53,101 | D | |||
| Common Stock, par value $0.001 per share. | 10/03/2012 | A | 10,454 | A | (2) | 63,555 | D | |||
| Common Stock, par value $0.001 per share. | 10/03/2012 | A | 17,778 | A | (3) | 81,333 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Warrant to purchase Common Stock | $12 | 10/03/2012 | A | 2,727 | 11/03/2012 | (4) | Common Stock | 2,727 | (2) | 2,727 | D | ||||
| Explanation of Responses: |
| 1. Received in exchange for 5,463,167 shares of common stock, par value $0.0001 per share (the "Image Common Stock"), of Image Entertainment, Inc. ("Image"), in connection with the merger of Image with RLJ Merger Sub II, Inc., a wholly-owned subsidiary of RLJ Entertainment, Inc. (the "Issuer") and in reliance upon the exemption from Section 16(b) of the Securities Exchange Act of 1934, as amended provided in Rule 16b-3 promulgated thereunder. On the effective date of the Merger, the closing price of the Image Common Stock was $0.04 per share. On the first day of trading of the Issuer's common stock, par value $0.001 per share (the "Issuer Common Stock"), following the date of the Merger, the opening price of the Issuer Common Stock was $8.10 per share. |
| 2. Pursuant to that certain Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and among the Issuer, RLJ Acquisition, Inc. and the holders of Image's preferred stock, the Issuer issued 10,454 shares of Issuer Common Stock to the Reporting Person as consideration for 400 shares of Image's Series B Cumulative Preferred Stock. Additionally, the Reporting Person also received as consideration (i) $40,000.00, (ii) a promissory note from the Issuer in the aggregate principal amount of $317,786.56, and (iii) a warrant to purchase 2,727 shares of Issuer Common Stock at an exercise price of $12.00 per share. |
| 3. Pursuant to that certain Share Escrow Agreement, dated April 2, 2012, by and among JH Partners Evergreen Fund, L.P., JH Investment Partners III, L.P., JH Investment Partners GP Fund III, LLC (collectively, the "JH Parties"), Theodore S. Green, Producers Sales Organization, John Avagliano, and Perkins Coie LLP, as escrow agent, and in connection with the closing of the Merger, the Reporting Person acquired 17,778 shares of Issuer Common Stock from the JH Parties which are being held in escrow until April 3, 2014, subject to forfeiture to the JH Parties. |
| 4. The warrants expire on the earlier to occur of: (i) October 3, 2017 and (ii) the liquidation of the Issuer. |
| /s/ John P. Avagliano | 10/05/2012 | |
| ** 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. | ||