4//SEC Filing
RLJ ENTERTAINMENT, INC. 4
Accession 0001144204-12-055066
CIK 0001546381operating
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 9:33 PM ET
Size
14.6 KB
Accession
0001144204-12-055066
Insider Transaction Report
Form 4
HYDE JOHN W
DirectorSee Remarks
Transactions
- Award
Common Stock, par value $0.001 per share.
2012-10-03+65,691→ 65,691 total(indirect: By Producers Sales Organization) - Award
Warrant to purchase common stock
2012-10-03+5,795→ 5,795 total(indirect: By Producers Sales Organization)Exercise: $12.00From: 2012-11-03→ Common Stock (5,795 underlying) - Award
Common Stock, par value $0.001 per share.
2012-10-03+22,216→ 87,907 total(indirect: By Producers Sales Organization) - Award
Common Stock, par value $0.001 per share.
2012-10-03+37,778→ 125,685 total(indirect: By Producers Sales Organization) - Award
Common Stock, par value $0.001 per share.
2012-10-03+40,098→ 40,098 total
Footnotes (5)
- [F1]Received in exchange for an aggregate of 10,883,777 shares of common stock, par value $0.0001 per share (the "Image Common Stock"), of Image Entertainment, Inc. ("Image"), in connection with the merger of Image with RLJ Merger Sub II, Inc., a wholly-owned subsidiary of RLJ Entertainment, Inc. (the "Issuer) and in reliance upon the exemption from Section 16(b) of the Securities Exchange Act of 1934, as amended provided in Rule 16b-3 promulgated thereunder. On the effective date of the Merger, the closing price of the Image Common Stock was $0.04 per share. On the first day of trading of the Issuer's common stock, par value $0.001 per share (the "Issuer Common Stock"), following the date of the Merger, the opening price of the Issuer Common Stock was $8.10 per share.
- [F2]Includes (i) an aggregate of 125,685 shares of Issuer Common Stock held by Producers Sales Organization, the Reporting Person's wholly owned consulting business ("PSO"); and (ii) a warrant to purchase 5,795 shares of Issuer Common Stock held by PSO.
- [F3]Pursuant to that certain Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and among the Issuer, RLJ Acquisition, Inc. and the holders of Image's preferred stock, the Issuer issued 22,216 shares of Issuer Common Stock to PSO as consideration for 850 shares of Image's Series B Cumulative Preferred Stock. Additionally, PSO also received as consideration (i) $85,000, (ii) a promissory note from the Issuer in the aggregate principal amount of $675,296.44, and (iii) a warrant to purchase 5,795 shares of the Issuer Common Stock at an exercise price of $12.00 per share.
- [F4]Pursuant to that certain Share Escrow Agreement, dated April 2, 2012, by and among JH Partners Evergreen Fund, L.P., JH Investment Partners III, L.P., JH Investment Partners GP Fund III, LLC (collectively, the "JH Parties"), Theodore S. Green, PSO, John Avagliano, and Perkins Coie LLP, as escrow agent, and in connection with the closing of the Merger, PSO acquired 37,778 shares of Issuer Common Stock from the JH Parties which are being held in escrow until April 3, 2014, subject to forfeiture to the JH Parties.
- [F5]The warrants expire on the earlier to occur of: (i) October 3, 2017 and (ii) the liquidation of the Issuer.
Documents
Issuer
RLJ ENTERTAINMENT, INC.
CIK 0001546381
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001546381
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 9:33 PM ET
- Size
- 14.6 KB