Statement of Changes in Beneficial Ownership (4)
October 19 2016 - 5:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
WOLVERINE ASSET MANAGEMENT LLC
|
2. Issuer Name
and
Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC.
[
RLJE
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
175 W. JACKSON BLVD., SUITE 340
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/14/2016
|
(Street)
CHICAGO, IL 60604
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Series A-1 Convertible Preferred Stock Holding
|
$3.00
|
10/14/2016
|
|
D
|
|
|
4000
|
5/20/2015
|
5/20/2020
|
Common Stock, par value $0.001 per share
|
1333334
(1)
|
$0.00
|
0
|
I
|
See footnotes
(2)
(3)
|
Series C-1 Convertible Preferred Stock
|
$3.00
|
10/14/2016
|
|
A
|
|
4000
|
|
10/14/2016
|
5/20/2020
|
Common Stock, par value $0.001 per share
|
1333334
(1)
|
$0.00
|
4000
|
I
|
See footnotes
(2)
(3)
|
Warrants
|
$1.50
(4)
|
10/14/2016
|
|
D
|
|
|
1200000
(4)
|
5/20/2015
|
5/20/2020
|
Common Stock, par value $0.001 per share
|
400000
(4)
|
$0.00
|
0
|
I
|
See footnotes
(2)
(3)
|
Warrants
|
$0.50
(4)
|
10/14/2016
|
|
A
|
|
1200000
(4)
|
|
10/14/2016
|
5/20/2020
|
Common Stock, par value $0.001 per share
|
400000
(4)
|
$0.00
|
1200000
|
I
|
See footnotes
(2)
(3)
|
Explanation of Responses:
|
(
1)
|
Dividends may be accrued and added to the liquidation value of the preferred stock, which may be converted into additional shares of common stock at the conversion price.
|
(
2)
|
The securities were acquired for the account of Wolverine Flagship Fund Trading Limited ("Flagship Fund"), a private investment fund managed by Wolverine Asset Management, LLC ("WAM"). The sole member and manager of WAM is Wolverine Holdings, L.P. ("WH"), of which the general partner is Wolverine Trading Partners, Inc. ("WTP"). Robert Bellick and Christopher Gust may be deemed to control WTP. The Reporting Persons are prohibited from converting any preferred shares or exercising any warrants if as a result they would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, more than 9.99% of the Issuer's outstanding common stock pursuant to an ownership limitation in the governing documents of the preferred shares and warrants. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
|
(
3)
|
Pursuant to rights acquired in connection with the acquisition of the preferred stock and warrants, Flagship Fund designated John Ziegelman to be a director of the Issuer. The Reporting Persons may be deemed to be directors by deputization by virtue of Mr. Ziegelman's directorship.
|
(
4)
|
Following the reverse stock split on June 24, 2016, each warrant represents the right to purchase one-third of a share of common stock
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
WOLVERINE ASSET MANAGEMENT LLC
175 W. JACKSON BLVD.
SUITE 340
CHICAGO, IL 60604
|
X
|
|
|
|
Wolverine Holdings, L.P.
175 W. JACKSON BLVD.
SUITE 200
CHICAGO, IL 60604
|
X
|
|
|
|
Wolverine Trading Partners, Inc.
175 W. JACKSON BLVD.
SUITE 200
CHICAGO, IL 60604
|
X
|
|
|
|
Gust Christopher
175 W. JACKSON BLVD.
SUITE 340
CHICAGO, IL 60604
|
X
|
|
|
|
Bellick Robert
175 W. JACKSON BLVD.
SUITE 200
CHICAGO, IL 60604
|
X
|
|
|
|
Signatures
|
Niraj Patel
|
|
10/19/2016
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Rlj Entertainment, Inc. (delisted) (NASDAQ:RLJE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Rlj Entertainment, Inc. (delisted) (NASDAQ:RLJE)
Historical Stock Chart
From Apr 2023 to Apr 2024