FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PENELLA MIGUEL 		2. Issuer Name and Ticker or Trading Symbol

RLJ ENTERTAINMENT, INC. [ RLJE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O RLJ ENTERTAINMENT, INC., 8515 GEORGIA AVE., SUITE 650 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2018
(Street)

SILVER SPRING, MD 20910
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share   10/31/2018     D (1)    276982   D $6.25   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   $2.661   10/31/2018     D   (2)       700000    3/13/2019   3/13/2027   Common Stock, par value $0.001 per share   700000   $3.589   0   D    
Stock Options   $3.00   10/31/2018     D   (3)       700000    3/13/2021   3/13/2027   Common Stock, par value $0.001 per share   700000   $3.25   0   D    
Restricted Stock Units   $2.3999   10/31/2018     D   (4)       150000    3/13/2018   3/13/2020   Common Stock, par value $0.001 per share   150000   $6.25   75000   D    
Restricted Stock Units   $2.3999   10/31/2018     D   (5)       75000    3/13/2018   3/13/2020   Common Stock, par value $0.001 per share   75000   $6.25   0   D    
Performance Stock Units   $2.3999   10/31/2018     D   (6)       200000    3/31/2018   3/31/2020   Common Stock, par value $0.001 per share   200000   $6.25   281250   D    
Performance Stock Units   $2.3999   10/31/2018     D   (7)       281250    3/31/2018   3/31/2020   Common Stock, par value $0.001 per share   281250   $6.25   0   D    

Explanation of Responses:
(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.

Reporting Owners
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

Signatures
Dawn A. Martens, Attorney-in-fact 11/1/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Rlj Entertainment, Inc. (delisted) (NASDAQ:RLJE)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Rlj Entertainment, Inc. (delisted) Charts.
Rlj Entertainment, Inc. (delisted) (NASDAQ:RLJE)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Rlj Entertainment, Inc. (delisted) Charts.