Statement of Changes in Beneficial Ownership (4)
November 01 2018 - 4:46PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dayton Judd
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2. Issuer Name
and
Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC.
[
RLJE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SUDBURY CAPITAL FUND, LP, 878 S. DENTON TAP ROAD, SUITE 220
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/31/2018
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(Street)
COPPELL, TX 75019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share
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10/31/2018
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D
(1)
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44712
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D
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$6.25
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0
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D
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Common Stock, par value $0.001 per share
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10/31/2018
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D
(1)
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96714
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D
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$6.25
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0
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I
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By Sudbury Capital Fund, LP
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$1.50
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10/31/2018
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S
(2)
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200000
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10/14/2016
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5/20/2020
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Common Stock, par value $0.001 per share
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200000
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$4.75
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0
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I
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By Sudbury Capital Fund, LP
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Series C-2 Convertible Preferred Stock
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$3.00
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10/31/2018
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J
(3)
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2000
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10/14/2016
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5/20/2020
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Common Stock, par value $0.001 per share
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2000
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$0.00
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0
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I
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By Sudbury Capital Fund, LP
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Series D-1 Convertible Preferred Stock
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$3.00
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10/31/2018
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J
(3)
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183.506
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10/14/2016
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5/20/2020
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Common Stock, par value $0.001 per share
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183.506
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$0.00
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0
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I
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By Sudbury Capital Fund, LP
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Explanation of Responses:
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(1)
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Disposed of pursuant to the Merger Agreement by and among the issuer, AMC Networks Inc., Digital Entertainment Holdings LLC, and River Merger Sub Inc. for $6.25 per share on the effective date of the merger.
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(2)
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In connection with the merger, these warrants were cancelled and converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon exercise of such warrants multiplied by $6.25 minus the exercise price of such warrants.
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(3)
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Following the effective time of the merger, the holder may elect to receive (i) $7.86 in cash per share of Common Stock of RLJ Entertainment, Inc. previously issuable upon conversion of such Preferred Stock or (ii) a security of the successor entity substantially similar to Preferred Stock, including having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Stock and having similar ranking to the Preferred Stock, and convertible into the publicly traded, exchange listed common stock of the successor entity (including its parent entity).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dayton Judd
C/O SUDBURY CAPITAL FUND, LP
878 S. DENTON TAP ROAD, SUITE 220
COPPELL, TX 75019
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X
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Signatures
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Dawn A. Martens, Attorney-in-fact
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11/1/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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