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