0000899243-17-016781.txt : 20170620 0000899243-17-016781.hdr.sgml : 20170620 20170620171602 ACCESSION NUMBER: 0000899243-17-016781 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170620 FILED AS OF DATE: 20170620 DATE AS OF CHANGE: 20170620 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35675 FILM NUMBER: 17921523 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-20 0 0001546381 RLJ ENTERTAINMENT, INC. RLJE 0001514991 AMC Networks Inc. 11 PENN PLAZA NEW YORK NY 10001 0 0 1 0 Common Stock 2017-06-20 4 O 0 1667000 3.00 A 1891807 I By Subsidiary Common Stock Warrant (Right to Buy) 3.00 2017-06-20 4 O 0 1667000 3.00 D 2016-10-14 2021-10-14 Common Stock 1667000 3333000 I By Subsidiary AMC Networks Inc. ("AMC") owns warrants ("Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of RLJE common stock, par value $0.001 per share ("Common Stock") (a share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). On June 20, 2017, AMC partially exercised its Class A Warrant by surrendering indebtedness outstanding under the Credit Agreement, dated October 14, 2016, between Digital Entertainment Holdings LLC ("DEH") and RLJE (as amended, the "Credit Agreement"), having a principal amount equal to the aggregate exercise price and was issued 1,667,000 shares of Common Stock at an exercise price of $3.00 per Warrant Share. AMC may be deemed to beneficially own the Warrants and all shares of Common Stock issued and issuable upon exercise of the Warrants indirectly through its wholly-owned subsidiaries. The Warrants are held directly by 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 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 Class A Warrant. 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 Class A Warrant. /s/ James G. Gallagher, Executive Vice President and General Counsel of AMC Networks Inc. 2017-06-20