4//SEC Filing
Avagliano John P 4
Accession 0001144204-12-055068
CIK 0001546381other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 9:33 PM ET
Size
12.0 KB
Accession
0001144204-12-055068
Insider Transaction Report
Form 4
Avagliano John P
Chief Financial Officer
Transactions
- Award
Common Stock, par value $0.001 per share.
2012-10-03+53,101→ 53,101 total - Award
Common Stock, par value $0.001 per share.
2012-10-03+10,454→ 63,555 total - Award
Warrant to purchase Common Stock
2012-10-03+2,727→ 2,727 totalExercise: $12.00From: 2012-11-03→ Common Stock (2,727 underlying) - Award
Common Stock, par value $0.001 per share.
2012-10-03+17,778→ 81,333 total
Footnotes (4)
- [F1]Received in exchange for 5,463,167 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]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 10,454 shares of Issuer Common Stock to the Reporting Person as consideration for 400 shares of Image's Series B Cumulative Preferred Stock. Additionally, the Reporting Person also received as consideration (i) $40,000.00, (ii) a promissory note from the Issuer in the aggregate principal amount of $317,786.56, and (iii) a warrant to purchase 2,727 shares of Issuer Common Stock at an exercise price of $12.00 per share.
- [F3]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, Producers Sales Organization, John Avagliano, and Perkins Coie LLP, as escrow agent, and in connection with the closing of the Merger, the Reporting Person acquired 17,778 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.
- [F4]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 typeother
Related Parties
1- filerCIK 0001481222
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 9:33 PM ET
- Size
- 12.0 KB