4//SEC Filing
Green Theodore Seth 4
Accession 0001144204-12-055065
CIK 0001546381other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 9:32 PM ET
Size
13.7 KB
Accession
0001144204-12-055065
Insider Transaction Report
Form 4
Green Theodore Seth
DirectorChief Executive Officer
Transactions
- Award
Warrant to purchase common stock
2012-10-03+6,818→ 6,818 totalExercise: $12.00From: 2012-11-03→ Common Stock (6,818 underlying) - Award
Common Stock, par value $0.001 per share.
2012-10-03+123,269→ 123,269 total - Award
Common Stock, par value $0.001 per share.
2012-10-03+26,136→ 149,405 total - Award
Common Stock, par value $0.001 per share
2012-10-03+44,444→ 193,849 total - Award
Common Stock, par value $0.001 per share.
2012-10-03+19→ 19 total(indirect: By Children)
Footnotes (4)
- [F1]Received in exchange for an aggregate of 12,684,027 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 26,136 shares of Issuer Common Stock to the Reporting Person as consideration for 1,000 shares of Image's Series B Cumulative Preferred Stock. Additionally, the Reporting Person also received as consideration (i) $100,000, (ii) a promissory note from the Issuer in the aggregate principal amount of $794,466.40, and (iii) a warrant to purchase 6,818 shares of the 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 44,444 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 0001399096
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 9:32 PM ET
- Size
- 13.7 KB