0001048462-13-000010.txt : 20130211 0001048462-13-000010.hdr.sgml : 20130211 20130211130418 ACCESSION NUMBER: 0001048462-13-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD GP LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RLJ ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001546381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 454950432 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87011 FILM NUMBER: 13590393 BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-280-7703 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13G/A 1 form13ga1.htm WEXFORD CAPITAL 13G A1 02-11-2013 form13ga1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G A/1

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)

RLJ ENTERTAINMENT, INC.
_____________________________________________
(Name of Issuer)


Common Shares
__________________________
(Title of Class of Securities)

74965F104
_________________________
(CUSIP Number)


December 31, 2012
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
£
Rule 13d-1(b)
þ
Rule 13d-1(c)
£
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


     

 
 
 


CUSIP NO. 74965F104
13G A/1
 
1
NAME OF REPORTING PERSON
 
Wexford Spectrum Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,325,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,325,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,325,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
9.93%
12
TYPE OF REPORTING PERSON
 
OO


     

 
 
 


CUSIP NO. 74965F104
13G a/1
 
1
NAME OF REPORTING PERSON
 
Wexford Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,325,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,325,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,325,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
9.93%
12
TYPE OF REPORTING PERSON
 
PN



     

 
 
 


CUSIP NO. 74965F104
13G A/1
 
1
NAME OF REPORTING PERSON
 
Wexford GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,325,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,325,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,325,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
9.93%
12
TYPE OF REPORTING PERSON
 
OO


     

 
 
 


CUSIP NO. 74965F104
13G A/1
 
1
NAME OF REPORTING PERSON
 
Charles E. Davidson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,325,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,325,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,325,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
9.93%
12
TYPE OF REPORTING PERSON
 
IN


     

 
 
 


CUSIP NO.74965F104
13G A/1
 
1
NAME OF REPORTING PERSON
 
Joseph M. Jacobs
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,325,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,325,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,325,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
9.93%
12
TYPE OF REPORTING PERSON
 
IN


     

 
 
 

This Amendment No. 1 (this “Amendment”) modifies and supplements the 13G initially filed on October 12, 2012 (the “Statement”), with respect to the common stock, $0.001 par value per share (the “Common Stock”), of RLJ Entertainment, Inc., a Nevada corporation (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 1, the Statement, as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

 
 
Item 4 should be deleted in its entirety and replaced with the following:

 
   Item 4    Ownership

The Information set forth below and on the cover pages hereto is on the basis of the 13,340,451 shares of common stock reported to be issued and outstanding immediately following the Company’s business combination, as reported in the Company’s  Form 10 Q/A filed with the Securities and Exchange Commission on December 20, 2012.

 
(i) Wexford Spectrum Investors LLC
 
(a)
Amount beneficially owned: 1,325,000
 
(b)
Percent of class: 9.93%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 1,325,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 1,325,000

 
(ii) Wexford Capital LP
 
(a)
Amount beneficially owned: 1,325,000
 
(b)
Percent of class: 9.93%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 1,325,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 1,325,000

 
(iii) Wexford GP LLC
 
(a)
Amount beneficially owned: 1,325,000
 
(b)
Percent of class: 9.93%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 1,325,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)  
Shared power to dispose or to direct the disposition of: 1,325,000

 
(iv) Charles E. Davidson
 
(a)
Amount beneficially owned: 1,325,000
 
(b)
Percent of class: 9.93%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 1,325,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 1,325,000

 
(v) Joseph M. Jacobs
 
(a)
Amount beneficially owned: 1,325,000
 
(b)
Percent of class: 9.93%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 1,325,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 1,325,000

Wexford Capital LP (“Wexford Capital”) may, by reason of its status as manager of Wexford Spectrum Investors LLC (“WSI”), be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Wexford GP LLC (“Wexford GP”) may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Each of Charles E. Davidson (“Davidson”) and Joseph M. Jacobs (“Jacobs”) may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the securities beneficially owned by WSI.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by WSI and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in each member of WSI.




     

 
 
 


SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 Date: February 11, 2013
Company Name
  
 
WEXFORD SPECTRUM INVESTORS LLC
  
       
 
By:
/s/ Arthur H. Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
       
 
WEXFORD CAPITAL LP
  
 
By:
Wexford GP LLC, its General Partner
  
       
 
By:
/s/ Arthur H. Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
 Vice President and Assistant Secretary
  
       
 
WEXFORD GP LLC
  
       
 
By:
/s/ Arthur H. Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
     
       
 
/s/ Joseph M. Jacobs
  
 
 JOSEPH M. JACOBS
  
       
       
     
       
 
/s/ Charles E. Davidson
  
 
 CHARLES E. DAVIDSON