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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 | ||||||||
Stock Options | $ 2.3999 | 03/13/2017 | A | 700,000 | 03/13/2019 | 03/13/2027 | Common Stock, par value $0.001 per share | 700,000 (1) | $ 0 | 700,000 | D | ||||
Stock Options | $ 3 | 03/13/2017 | A | 700,000 | 03/13/2021 | 03/13/2027 | Common Stock, par value $0.001 per share | 700,000 (1) | $ 0 | 700,000 | D | ||||
Restricted Stock Units | $ 2.3999 | 03/13/2017 | A | 300,000 | 03/13/2018 | 03/13/2020 | Common Stock, par value $0.001 per share | 300,000 (2) | $ 0 | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PENELLA MIGUEL C/O RLJ ENTERTAINMENT, INC. 8515 GEORGIA AVE., SUITE 650 SILVER SPRING, MD 20910 |
X | CEO |
Dawn A. Martens, Attorney-in-fact | 03/15/2017 | |
**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) | All stock options directly settle in shares, based on the spread of the stock price over the exercise price. Vesting of options is contingent upon shareholder approval of addition of sufficient shares to the 2012 Incentive Compensation Plan. If RLJE stock is retired before 2020, unvested options convert into cash or buyer shares and pay out or vest at the end of their normal vesting period |
(2) | On March 13, 2017 the Reporting Person was granted 300,000 restricted stock units, which will be issued as common stock, par value $0.001, upon vesting. 75,000 shares will vest on March 13, 2018, 75,000 shares will vest on March 13, 2019, 75,000 shares will vest on March 13, 2020 and 75,000 shares will vest on March 13, 2021. |