4//SEC Filing
EDWARDS PETER 4
Accession 0001144204-12-055060
CIK 0001546381other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 9:31 PM ET
Size
9.1 KB
Accession
0001144204-12-055060
Insider Transaction Report
Form 4
EDWARDS PETER
Director
Transactions
- Award
Warrant to purchase common stock
2012-10-03+607,525→ 607,525 total(indirect: By Trust)Exercise: $12.00From: 2012-11-03→ Common Stock (607,525 underlying) - Award
Common Stock, par value $0.001 per share.
2012-10-03+692,523→ 692,523 total(indirect: By Trust)
Footnotes (4)
- [F1]Pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of April 2, 2012, as amended, by and among the RLJ Entertainment, Inc. (the "Issuer"), RLJ Acquisition, Inc., Acorn Media Group, Inc. ("Acorn"), the shareholders of Acorn and Peter Edwards as the Shareholder Representative, 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, the Issuer issued an aggregate 692,523 shares of its common stock, par value $0.001 per share (the "Common Stock") to certain trusts established by the Reporting Person for estate planning purposes as consideration for an aggregate of 604,000 shares Acorn's common stock. Additionally, the Reporting Person also received as consideration (i) an aggregate of $37,291,943.93 and (ii) warrants to purchase an aggregate of 607,525 shares of the Common Stock at an exercise price of $12.00 per share.
- [F2]Includes (i) 41,232 shares of Common Stock held by the Edwards Family Trust - William Edwards for the benefit of the Reporting Person's family; (ii) 41,232 shares of Common Stock held by the Edwards Family Trust - Sara Edwards for the benefit of the Reporting Person's family; and (iii) 610,059 shares of Common Stock held by the Peter Edwards ESBT Trust for the benefit of the Reporting Person's family.
- [F3]The warrants expire on the earlier to occur of: (i) October 3, 2017 and (ii) the liquidation of the Issuer.
- [F4]Includes (i) a warrant to purchase 36,171 shares of Common Stock held by the Edwards Family Trust - William Edwards for the benefit of the Reporting Person's family; (ii) a warrant to purchase 36,171 shares of Common Stock held by the Edwards Family Trust - Sara Edwards for the benefit of the Reporting Person's family; and (iii) a warrant to purchase 535,183 shares of Common Stock held by the Peter Edwards ESBT Trust for the benefit of the Reporting Person's family.
Documents
Issuer
RLJ ENTERTAINMENT, INC.
CIK 0001546381
Entity typeother
Related Parties
1- filerCIK 0001558364
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 9:31 PM ET
- Size
- 9.1 KB