0000899243-18-000698.txt : 20180108 0000899243-18-000698.hdr.sgml : 20180108 20180108172152 ACCESSION NUMBER: 0000899243-18-000698 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180105 FILED AS OF DATE: 20180108 DATE AS OF CHANGE: 20180108 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: 18517255 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-05 0 0001546381 RLJ ENTERTAINMENT, INC. RLJE 0001514991 AMC Networks Inc. 11 PENN PLAZA NEW YORK NY 10001 0 0 1 0 Common Stock 2018-01-05 4 J 0 678095 4.25 A 3821588 I By Subsidiary Common Stock Warrant (Right to Buy) 1.50 2018-01-05 4 J 0 747945 2.75 A 2015-05-20 2020-05-20 Common Stock 747945 747945 I By Subsidiary Series D-1 Convertible Preferred Stock 3.00 2018-01-05 4 J 0 7479.432 1644.27 A 2016-10-14 2020-05-20 Common Stock 2893693 7479.432 I By Subsidiary Pursuant to a Stock Purchase Agreement by and among Digital Entertainment Holdings LLC, an indirect wholly owned subsidiary of AMC Networks Inc. ("DEH"), JH Partners Evergreen Fund, L.P., Forrestal, LLC, JH Investment Partners III, L.P. and JH Investment Partners GP Fund III, LLC (collectively, the "JHP Entities"), dated as of January 5, 2018, DEH purchased from the JHP Entities (i) shares of common stock, par value $0.001 per share ("Common Stock"), of RLJ Entertainment, Inc., a Nevada corporation ("RLJE"), (ii) shares of Series D-1 preferred stock of RJLE, par value $0.001 per share ("Preferred Stock"), and (iii) warrants ("Warrants") to purchase shares of Common Stock from RLJE with an adjusted exercise price of $1.50 and an initial exercise date of May 20, 2015 (each share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). AMC may be deemed to beneficially own the shares of Common Stock, the shares of Preferred Stock and the Warrants indirectly through its wholly owned subsidiaries. The Common Stock, Preferred Stock, and the Warrants are held directly by DEH, 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 terms of the Warrants. The purchase price per Warrant is equal to the $4.25 purchase price per share of Common Stock minus $1.50, the adjusted exercise price of each 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 terms of the Warrants. The aggregate stated value of the 7,479.432 shares of the Preferred Stock is $8,681,068, which includes the original certificate value of $1,000 per share of Preferred Stock plus accrued dividends on each share of Preferred Stock through April 1, 2017. Thereafter, additional dividends have been accrued daily, compounded monthly, and have been and will be paid quarterly in cash or equity at RLJE's discretion. As of January 8, 2018, the 7,479.432 shares of the Preferred Stock are convertible into 2,893,693 shares of Common Stock. The purchase price per share of Preferred Stock is calculated based on the $4.25 purchase price per share of Common Stock multiplied by the 2,893,693 shares of Common Stock issuable upon conversion of each share of Preferred Stock. /s/ James G. Gallagher, Executive Vice President and General Counsel of AMC Networks Inc. 2018-01-08