Amended Statement of Ownership (sc 13g/a)
October 04 2017 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RLJ Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
74965F104
(CUSIP Number)
October 3, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
|
*
|
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
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(1)
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Names of reporting persons
Morris Goldfarb
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(2)
|
Check the appropriate box if a member of a group (see instructions)
(a)
☐
(b)
☐
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(3)
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SEC use only
|
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(4)
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Citizenship or place of organization
United States
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Number of
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(5)
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Sole voting power
62,922
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shares
beneficially
owned by
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(6)
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Shared voting power
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each
reporting
person
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(7)
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Sole dispositive power
549,809
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with:
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(8)
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Shared dispositive power
|
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(9)
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Aggregate amount beneficially owned by each reporting person
549,809
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐
|
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(11)
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Percent of class represented by amount in Row (9)
3.78%
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(12)
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Type of reporting person (see instructions)
IN
|
This
Amendment No. 2 (this “Amendment”) to
Schedule
13G
(the
“Schedule
13G”)
relates
to
shares
of
Common
Stock,
par
value
$0.001
(the
“Common
Stock”),
of
RLJ
Entertainment,
Inc.,
a Nevada
corporation
(the
“Issuer”),
and
is
being
filed
on
behalf
of
Morris Goldfarb, an individual (the “Reporting
Person”).
All
shares
of
Common
Stock
reported
in
this
Amendment to
Schedule
13G
are held by Mr. Goldfarb.
Item
1(a)
Name
of
Issuer.
RLJ Entertainment, Inc.
Item
1(b)
Address
of
Issuer’s
Principal
Executive
Offices.
8515
Georgia
Avenue,
Suite
650
Silver
Spring,
Maryland
20910
Item
2(a)
Name of Person Filing.
Morris Goldfarb
Item
2(b)
Address
of
Principal
Business
Office,
or,
if
none,
Residence.
c/o G-III Apparel Group, Ltd.
512 7th Avenue, 35th Floor
New York, NY 10018.
Item
2(c)
Citizenship or Place of Organization.
Mr.
Goldfarb is an
United
States
citizen.
Item
2(d)
Title
of
Class
of
Securities.
Common Stock, par value $0.001 (the “Common Stock”).
Item
2(e)
CUSIP
Number.
74965F104
Item
3
If
this
statement
is
filed
pursuant
to
§§240.13d-1(b)
or
240.13d-2(b)
or
(c),
check
whether
the
person
filing
is
a:
Not Applicable.
Item
4
Ownership.
|
|
(a)
|
Mr.
Goldfarb
may
be
deemed
the
beneficial
owners
of 549,809
shares
of
Common
Stock,
which
consists
of
62,922 shares of Common Stock,
warrants exercisable to purchase 100,000 shares of Common Stock at an exercise price of $2.37 and Series D‑2 Convertible Preferred Stock, including accrued dividends, which can be converted into 386,887 shares of Common Stock at an exercise price of $3.00.
|
|
|
(b)
|
Mr.
Goldfarb
may
be
deemed
the
beneficial
owners
of
3.78
%
of
the
outstanding
Common Stock. This percentage was calculated based upon the sum of (A) 14,071,423 shares of Common Stock outstanding and
(B)
486,887 shares of
Common
Stock
issuable to
Mr. Goldfarb upon the exercise of warrants and the conversion of preferred stock
.
|
|
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(c)
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Mr. Goldfarb has the sole power to vote 62,922 shares of Common Stock and has the sole power to dispose of 549,809 shares of Common Stock.
|
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Item
5
Ownership
of
Five
Percent
or
Less
of
a
Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following (X)
Item
6
Ownership
of
More
Than
Five
Percent
on
Behalf
of
Another
Person.
Not Applicable.
|
Item
7
|
Identification
and
Classification
of
the
Subsidiary
which
Acquired
the
Security
Being
Reported
On
by
the
Parent
Holding
Company.
|
Not Applicable.
Item
8
Identification
and
Classification
of
Members
of
the
Group.
Not Applicable.
Item
9
Notice
of
Dissolution
of
Group.
Not Applicable.
Item
10
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable
inquiry
and
to
the
best
of
my
knowledge
and
belief,
I
certify
that
the
information
set
forth
in
this
statement
is
true,
complete and correct.
Date:
October 4,
2017
/s/
Morris Goldfarb
Morris Goldfarb
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