- Statement of Changes in Beneficial Ownership (4)

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 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* KEP VI AIV, LLC	2. Issuer Name and Ticker or Trading Symbol RHI Entertainment, Inc. [ RHIE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O KELSO & COMPANY, 320 PARK AVENUE, 24TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/18/2009
(Street) NEW YORK, NY 10022 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	12/18/2009		C		9102953	A	$0.00	9102953	I	by KRH Investments LLC ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Membership Unit ⁽¹⁾	$0.00	12/22/2009	12/18/2009	C			9102953	⁽¹²⁾	⁽¹²⁾	Common Stock	9102953	$0.00	0	I	by KRH Investments LLC ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Explanation of Responses:
( 1)	On June 23, 2008, RHI Entertainment, Inc. ("RHI Inc.") completed its initial public offering of common stock. In connection with the closing of the offering, RHI Inc. and KRH Investments LLC ("KRH") entered into the RHI Entertainment Holdings II, LLC ("Holdings II") operating agreement, which provides, among other things, that each unit in Holdings II held by KRH may be exchanged, subject to certain restrictions for one share of common stock of RHI Inc. or cash.
( 2)	Membership Units of Holdings II are beneficially owned by KRH and KRH has the right to exchange such units, on a one-for-one basis, into shares of RHI Inc, common stock as described in notes (1) and (12).
( 3)	Kelso AIV GP VII, LLC ("GP VII LLC") is the general partner of Kelso AIV GP VII, L.P. ("GP VII LP"). GP VII LP is the general partner of Kelso AIV VII, L.P. ("Kelso AIV"). Kelso AIV and Kelso Blocker VII, LLC ("Kelso Blocker") are members of Kelso Interco VII, LLC ("Kelso Interco"), the majority owner of KRH Investments LLC. Each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco disclaims beneficial ownership of the securities owned of record by KRH Investments LLC, except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 4)	Each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, due to their common control, could be deemed to beneficially own each other's securities. GP VII LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 5)	GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, Kelso AIV, Kelso Blocker and Kelso Interco, except, in the case of Kelso AIV, Kelso Blocker and Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 6)	Kelso AIV disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso Blocker and Kelso Interco, except, in the case of Kelso Blocker and Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 7)	Kelso Blocker disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by GP VII LLC, GP VII LP, Kelso AIV and Kelso Interco, except, in the case of Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 8)	Kelso Interco disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso AIV and Kelso Blocker, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 9)	KEP VI AIV, LLC ("KEP VI") and GP VII LLC due to their common control could be deemed to beneficially own each other's securities. KEP VI disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and Kelso AIV, Kelso Blocker and Kelso Interco disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
( 10)	KEP VI disclaims beneficial ownership of the securities owned of record by KRH Investments LLC, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 11)	Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore may be deemed to share beneficial ownership of securities owned of record, or deemed beneficially owned by GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, KEP VI and KRH Investments LLC, by virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.
( 12)	Membership Units of Holdings II may be exchanged for shares of RHI Inc. common stock at any time after December 23, 2008.

Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso Interco VII, LLC; Kelso AIV GP VII, L.P.; Kelso AIV GP VII, LLC; Kelso AIV VII, L.P.; Kelso Blocker VII, LLC; KEP VI AIV, LLC; Philip E. Berney; Frank K. Bynum, Jr.; James J. Connors, II; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Church M. Moore; Frank T. Nickell; Stanley de J. Osborne; David I. Wahrhaftig and Thomas R. Wall, IV.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KEP VI AIV, LLC C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
BERNEY PHILIP E C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
BYNUM FRANK K C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
Connors James J II C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
OSBORNE STANLEY DE J C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
Moore Church M C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
MATELICH GEORGE E C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
NICKELL FRANK T C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
WAHRHAFTIG DAVID I C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
WALL THOMAS R IV C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X

Signatures
/s/ James J. Connors, II, Attorney-in-Fact for KEP VI AIV, LLC		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for Philip E. Berney		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for Frank K. Bynum		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for Stanley de J. Osborne		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for Church M. Moore		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for George E. Matelich		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for Frank T, Nickell		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for David I. Wahrhaftig		12/21/2009
^** Signature of Reporting Person		Date
/s/ James J. Connors, II, Attorney-in-Fact for Thomas R. Wall, IV		12/21/2009
^** 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).
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