4//SEC Filing
RLJ SPAC Acquisition, LLC 4
Accession 0001209191-18-056782
CIK 0001546381other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:43 PM ET
Size
8.8 KB
Accession
0001209191-18-056782
Insider Transaction Report
Form 4
RLJ SPAC Acquisition, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2018-10-31$6.25/sh−6,794,465$42,465,406→ 0 total - Other
Warrants
2018-10-31$3.25/sh−1,500,000$4,875,000→ 0 totalExercise: $3.00From: 2016-10-14Exp: 2020-05-20→ Common Stock, par value $0.001 per share (1,500,000 underlying)
Footnotes (3)
- [F1]RLJ Entertainment, Inc. ("RLJE"), AMC Networks, Inc. ("AMC"), Digital Entertainment Holdings LLC, an indirect subsidiary of AMC ("DEH") and River Merger Sub, Inc., a subsidiary of DEH ("Merger Sub") are parties to the Agreement and Plan of Merger, dated as of July 29, 2018 as amended by Amendment No. 1 dated as of October 2, 2018 (the "Merger Agreement") providing for the merger of Merger Sub with and into RLJE with RLJE surviving as a wholly-owned subsidiary of DEH (the "Merger").
- [F2]On October 31, 2018, RLJE and Merger Sub consummated the Merger pursuant to the terms of the Merger Agreement. On October 31, 2018, immediately prior to the Merger, pursuant to the terms of the Contribution Agreement, dated as of July 29, 2018, by and among Robert L. Johnson, The RLJ Companies, LLC, RLJ SPAC Acquisition LLC ("RLJ SPAC"), DEH and AMC Digital Entertainment Holdings LLC (the "Contribution Agreement"), RLJ SPAC contributed to DEH all of its shares of common stock, par value $0.001 per share of RLJE ("Common Stock") and warrants to purchase shares of Common Stock from RLJE with an exercise price of $3.00 and an initial exercise date of May 20, 2015 (the "2015 Warrants") in exchange for membership interests in DEH.
- [F3]The shares of Common Stock and 2015 Warrants held by RLJ SPAC were valued in accordance with the Merger consideration paid to holders of Common Stock and 2015 Warrants pursuant to the Merger Agreement.
Documents
Issuer
RLJ ENTERTAINMENT, INC.
CIK 0001546381
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001512917
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:43 PM ET
- Size
- 8.8 KB