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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 | $ 2.661 | 10/31/2018 | D(2) | 700,000 | 03/13/2019 | 03/13/2027 | Common Stock, par value $0.001 per share | 700,000 | $ 3.589 | 0 | D | ||||
| Stock Options | $ 3 | 10/31/2018 | D(3) | 700,000 | 03/13/2021 | 03/13/2027 | Common Stock, par value $0.001 per share | 700,000 | $ 3.25 | 0 | D | ||||
| Restricted Stock Units | $ 2.3999 | 10/31/2018 | D(4) | 150,000 | 03/13/2018 | 03/13/2020 | Common Stock, par value $0.001 per share | 150,000 | $ 6.25 | 75,000 | D | ||||
| Restricted Stock Units | $ 2.3999 | 10/31/2018 | D(5) | 75,000 | 03/13/2018 | 03/13/2020 | Common Stock, par value $0.001 per share | 75,000 | $ 6.25 | 0 | D | ||||
| Performance Stock Units | $ 2.3999 | 10/31/2018 | D(6) | 200,000 | 03/31/2018 | 03/31/2020 | Common Stock, par value $0.001 per share | 200,000 | $ 6.25 | 281,250 | D | ||||
| Performance Stock Units | $ 2.3999 | 10/31/2018 | D(7) | 281,250 | 03/31/2018 | 03/31/2020 | Common Stock, par value $0.001 per share | 281,250 | $ 6.25 | 0 | 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 | 11/01/2018 | |
| **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) | Disposed of pursuant to the Merger Agreement by and among the issuer, AMC Networks Inc., Digital Entertainment Holdings LLC, and River Merger Sub Inc. for $6.25 per share on the effective date of the merger. |
| (2) | This option was cancelled and converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon exercise of such option multiplied by $6.25 minus the exercise price of such option. |
| (3) | This option, which provides for vesting March 13, 2021, was cancelled and converted into an award to receive, on the earlier of the date on which each such option is scheduled to vest (subject to the achievement of the vesting conditions) and the first anniversary of the closing, subject to continued employment through that date, an amount in cash equal to the product of the number of shares issuable upon exercise of such option multiplied by $6.25 minus the exercise price of such option. |
| (4) | These RSUs became fully vested and converted into the right to receive an amount in cash equal to the product of the number of shares underlying such RSU multiplied by $6.25. |
| (5) | This RSU, which provides for vesting on 12/31/2020, was cancelled and converted into an award to receive, on the earlier of the date on which each such RSU is scheduled to vest (subject to the achievement of the vesting conditions) and the first anniversary of the closing, subject to continued employment through that date, an amount in cash equal to the product of the number of shares underlying such RSU multiplied by $6.25. |
| (6) | This PSU became fully vested and converted into the right to receive an amount in cash equal to the product of the number of shares underlying such vested PSU multiplied by $6.25. |
| (7) | This PSU, which provides for vesting through 12/31/2020, was cancelled and converted into an award to receive, on the earlier of the date on which such PSU is scheduled to vest (subject to the achievement of the vesting conditions) and the first anniversary of the closing, subject to continued employment through that date, an amount in cash equal to the product of the number of shares underlying such PSU multiplied by $6.25. |