0000899243-16-031856.txt : 20161018 0000899243-16-031856.hdr.sgml : 20161018 20161018170754 ACCESSION NUMBER: 0000899243-16-031856 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161014 FILED AS OF DATE: 20161018 DATE AS OF CHANGE: 20161018 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 8515 GEORGIA AVENUE STREET 2: SUITE 650 CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 301-608-2115 MAIL ADDRESS: STREET 1: 8515 GEORGIA AVENUE STREET 2: SUITE 650 CITY: SILVER SPRING STATE: MD ZIP: 20910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMC Networks Inc. CENTRAL INDEX KEY: 0001514991 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35675 FILM NUMBER: 161941376 BUSINESS ADDRESS: STREET 1: 11 PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 324-8500 MAIL ADDRESS: STREET 1: 11 PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-10-14 0 0001546381 RLJ ENTERTAINMENT, INC. RLJE 0001514991 AMC Networks Inc. 11 PENN PLAZA NEW YORK NY 10001 0 0 1 0 Common Stock Warrant (Right to Buy) 3.00 2016-10-14 2021-10-14 Common Stock 5000000 I By Subsidiary Common Stock Warrant (Right to Buy) 3.00 2016-10-14 2022-10-14 Common Stock 10000000 I By Subsidiary Common Stock Warrant (Right to Buy) 3.00 2016-10-14 2023-10-14 Common Stock 5000000 I By Subsidiary AMC Networks Inc. ("AMC") may be deemed to beneficially own the warrants (the "Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of common stock, par value $0.001 per share, of RLJE ("Common Stock"), and all shares of Common Stock that are issuable upon exercise of the Warrants ("Warrant Shares"), indirectly through its wholly-owned subsidiaries. The Warrants are held directly by Digital Entertainment Holdings LLC ("DEH"), an indirect wholly-owned subsidiary of AMC. DEH is a direct wholly-owned subsidiary of IFC Entertainment Holdings LLC. IFC Entertainment Holdings LLC is a direct wholly-owned subsidiary of Rainbow Programming Holdings LLC. Rainbow Programming Holdings LLC is a direct wholly-owned subsidiary of Rainbow Media Enterprises, Inc. Rainbow Media Enterprises, Inc. is a direct wholly-owned subsidiary of Rainbow Media Holdings, LLC. Rainbow Media Holdings, LLC is a direct wholly-owned subsidiary of AMC. The number of Warrant Shares is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Warrant. The exercise price per Warrant Share is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Warrant. The Warrant expiring on October 14, 2023 provides that the number of Warrant Shares subject to the Warrant shall be increased to the extent necessary to ensure that upon the full exercise of the Warrant, DEH will hold at least 50.1% of the outstanding equity securities of RLJE on a fully diluted basis (less the number of shares previously issued to DEH (i) upon the exercise of the Warrants expiring on October 14, 2021 and October 14, 2022 and (ii) as interest payments pursuant to a Credit Agreement, dated October 14, 2016, between DEH and RLJE (the "Credit Agreement"). /s/ Anne Kelly, Senior Vice President, Corporate & Securities and Secretary of AMC Networks Inc. 2016-10-18