AMC Networks Inc. — Director's Dealing 2018

Oct 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLJ ENTERTAINMENT, INC. (RLJE)
CIK: 0001546381
Period of Report: 2018-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	Common Stock	J	413709	$3.00	Acquired	5096329	Indirect
2018-10-01	Common Stock	X	3333000	$3.00	Acquired	8429329	Indirect
2018-10-01	Common Stock	X	3362571	$3.00	Acquired	11791900	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Class A Common Stock Warrant (Right to Buy)	$3.00	X	3333000	Disposed	2021-10-14	Common Stock (3333000)	Indirect
2018-10-01	Class B Common Stock Warrant (Right to Buy)	$3.00	X	3362571	Disposed	2022-10-14	Common Stock (3362571)	Indirect

Footnotes

F1: RLJ Entertainment, Inc. ("RLJE") issued 413,709 shares of common stock, par value $0.001 per share ("Common Stock"), of RLJE reported herein to Digital Entertainment Holdings LLC ("DEH"), an indirect wholly-owned subsidiary of AMC Networks Inc. ("AMC"), as payment of interest due to DEH pursuant to that certain Credit and Guaranty Agreement, by and among RLJE, certain subsidiaries of RLJE as Guarantors, and DEH (the "Credit Agreement"), dated as of October 14, 2016, as amended by the First Amendment dated as of January 30, 2017, the Second Amendment dated as of June 16, 2017, the Third Amendment effective as of May 31, 2018 and the Fourth Amendment dated as of August 9, 2018.

F2: AMC owns warrants ("Warrants") to purchase from RLJE shares of Common Stock (a share of Common Stock issuable upon exercise of a Warrant, a "Warrant Share"). On October 1, 2018, AMC fully exercised the remainder of its Class A Warrant by surrendering indebtedness outstanding under the Credit Agreement having a principal amount equal to the aggregate exercise price and was issued 3,333,000 shares of Common Stock at an exercise price of $3.00 per Warrant Share.

F3: On October 1, 2018, AMC partially exercised its Class B Warrant by surrendering indebtedness outstanding under the Credit Agreement having a principal amount equal to the aggregate exercise price and was issued 3,362,571 shares of Common Stock at an exercise price of $3.00 per Warrant Share.

F4: AMC may be deemed to beneficially own the shares of Common Stock indirectly through its wholly-owned subsidiaries. The Common Stock is held directly by DEH, a direct wholly-owned subsidiary of AMC Digital Entertainment Holdings LLC. AMC Digital Entertainment Holdings LLC 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.

F5: 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 and the Class B Warrant.

F6: 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 B Warrant.