AMC Networks Inc. — Director's Dealing 2017

Jun 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLJ ENTERTAINMENT, INC. (RLJE)
CIK: 0001546381
Period of Report: 2017-06-20

Reporting Person: AMC Networks Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-20	Common Stock	O	1667000	$3.00	Acquired	1891807	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-20	Common Stock Warrant (Right to Buy)	$3.00	O	1667000	Disposed	2021-10-14	Common Stock (1667000)	Indirect

Footnotes

F1: AMC Networks Inc. ("AMC") owns warrants ("Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of RLJE common stock, par value $0.001 per share ("Common Stock") (a share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). On June 20, 2017, AMC partially exercised its Class A Warrant by surrendering indebtedness outstanding under the Credit Agreement, dated October 14, 2016, between Digital Entertainment Holdings LLC ("DEH") and RLJE (as amended, the "Credit Agreement"), having a principal amount equal to the aggregate exercise price and was issued 1,667,000 shares of Common Stock at an exercise price of $3.00 per Warrant Share.

F2: AMC may be deemed to beneficially own the Warrants and all shares of Common Stock issued and issuable upon exercise of the Warrants indirectly through its wholly-owned subsidiaries. The Warrants are held directly by DEH, an indirect wholly-owned subsidiary of AMC. DEH is a direct wholly-owned subsidiary of IFC Entertainment Holdings LLC. IFC Entertainment Holdings LLC is a direct wholly-owned subsidiary of Rainbow Programming Holdings LLC. Rainbow Programming Holdings LLC is a direct wholly-owned subsidiary of Rainbow Media Enterprises, Inc. Rainbow Media Enterprises, Inc. is a direct wholly-owned subsidiary of Rainbow Media Holdings, LLC. Rainbow Media Holdings, LLC is a direct wholly-owned subsidiary of AMC.

F3: The exercise price per Warrant Share is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Class A Warrant.

F4: The number of Warrant Shares is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Class A Warrant.