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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B-2 Convertible Preferred Stock | $ 1 | 05/20/2015 | A | 15,000 | 05/20/2015 | 05/20/2020 | Common Stock, par value $0.001 per share | 15,000,000 | $ 15,000,000 | 15,000 | I | By RLJ SPAC Acquisition LLC (1) | |||
Warrants | $ 1.5 | 05/20/2015 | A | 4,500,000 | 05/20/2015 | 05/20/2020 | Common Stock, par value $0.001 per share | 4,500,000 | $ 0 | 4,500,000 | I | By RLJ SPAC Acquisition LLC (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JOHNSON ROBERT L C/O RLJ ENTERTAINMENT, INC. 3 BETHESDA METRO CENTER, SUITE 1000 BETHESDA, MD 20814 |
X | X | Chairman of the Board |
Dawn A. Martens, Attorney-in-fact | 05/22/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The shares reported herein are held in the name of RLJ SPAC Acquisition, LLC. The Reporting Person, in his capacities as the sole manager and sole voting member of The RLJ Companies, LLC, the sole manager and sole voting member of RLJ SPAC Acquisition, LLC may be deemed to be the beneficial owner of the securities reported herein. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |