AMC Networks Inc. — Director's Dealing 2018

Nov 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLJ ENTERTAINMENT, INC. (RLJE)
CIK: 0001546381
Period of Report: 2018-10-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-30	Common Stock	X	6637429	$3.00	Acquired	18429329	Indirect
2018-10-30	Common Stock	X	5000000	$3.00	Acquired	23429329	Indirect
2018-10-31	Common Stock	J	6794465	$6.25	Acquired	30223794	Indirect
2018-10-31	Common Stock	J	98240	$3.00	Acquired	30322034	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-30	Class B Common Stock Warrant (Right to Buy)	$3.00	X	6637429	Disposed	2022-10-14	Common Stock (6637429)	Indirect
2018-10-30	Class C Common Stock Warrant (Right to Buy)	$3.00	X	5000000	Disposed	2023-10-14	Common Stock (5000000)	Indirect
2018-10-31	2015 Common Stock Warrant (Right to Buy)	$3.00	J	1500000	Acquired	2020-05-20	Common Stock (1500000)	Indirect

Footnotes

F1: As reported previously, Digital Entertainment Holdings LLC ("DEH"), an indirect subsidiary of AMC Networks Inc. ("AMC"), owned warrants ("Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of common stock, par value $0.001 per share ("Common Stock") of RLJE (a share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). On October 30, 2018, DEH fully exercised the remainder of its Class B Warrant by surrendering indebtedness outstanding under the Credit and Guaranty Agreement, by and among RLJE, certain subsidiaries of RLJE as Guarantors, and DEH, dated as of October 14, 2016, as amended (the "Credit Agreement"), having a principal amount equal to the aggregate exercise price for the Warrant and was issued 6,637,429 shares of Common Stock at an exercise price of $3.00 per Warrant Share.

F2: On October 30, 2018, DEH fully exercised its Class C Warrant by surrendering indebtedness outstanding under the Credit Agreement having a principal amount equal to the aggregate exercise price for the Warrant and was issued 5,000,000 shares of Common Stock at an exercise price of $3.00 per Warrant Share.

F3: On October 31, 2018, immediately prior to the merger of River Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of DEH ("Merger Sub"), with and into RLJE, with RLJE surviving as a wholly-owned subsidiary of DEH (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 (together with Robert L. Johnson and The RLJ Companies, LLC, the "Johnson Entities"), DEH and AMC Digital Entertainment Holdings LLC (the "Contribution Agreement"), the Johnson Entities contributed to DEH all of the shares of 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", and each share of Common Stock issuable upon exercise of a 2015 Warrant, also a "Warrant Share") beneficially owned by the Johnson Entities in exchange for membership interests in DEH.

F4: The 2015 Warrant and shares of Common Stock held by the Johnson Entities were valued in accordance with the merger consideration paid to holders of Common Stock and 2015 Warrants pursuant to the Agreement and Plan of Merger, dated as of July 29, 2018 and as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 2, 2018, by and among AMC (solely for purposes of Section 10.7 thereof), DEH, Merger Sub, and RLJE (the "Merger Agreement").

F5: AMC may be deemed to beneficially own the shares of Common Stock, Warrants and 2015 Warrant indirectly through its wholly-owned subsidiaries. The Common Stock, Warrants and 2015 Warrant are held directly by DEH. Prior to the closing of the transactions contemplated by the Contribution Agreement, DEH was a direct wholly-owned subsidiary of AMC Digital Entertainment Holdings LLC. Following the closing of the transactions contemplated by the Contribution Agreement and upon the effective time of the Merger (the "Effective Time"), DEH became a majority-owned subsidiary of AMC Digital Entertainment Holdings LLC, with a minority interest held by RLJ SPAC Acquisition LLC. AMC Digital Entertainment Holdings LLC is a direct wholly-owned subsidiary of IFC Entertainment Holdings LLC.

F6: (Continued from footnote 5) 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.

F7: RLJE issued 98,240 shares of Common Stock to DEH as payment of interest due to DEH pursuant to the Credit Agreement for the period from October 1, 2018 through October 31, 2018.