SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RLJ SPAC Acquisition, LLC (Last) (First) (Middle) 3 BETHESDA METRO CENTER, SUITE 1000 (Street) BETHESDA MD 20814 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RLJ ENTERTAINMENT, INC. [ RLJE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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		J(1)(2)		6,794,465	D	$6.25(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Warrants	$3	10/31/2018		J(1)(2)			1,500,000	10/14/2016	05/20/2020	Common Stock, par value $0.001 per share	1,500,000	$3.25(3)	0	D

Explanation of Responses:

1. RLJ Entertainment, Inc. ("RLJE"), AMC Networks, Inc. ("AMC"), Digital Entertainment Holdings LLC, an indirect subsidiary of AMC ("DEH") and River Merger Sub, Inc., a subsidiary of DEH ("Merger Sub") are parties to the Agreement and Plan of Merger, dated as of July 29, 2018 as amended by Amendment No. 1 dated as of October 2, 2018 (the "Merger Agreement") providing for the merger of Merger Sub with and into RLJE with RLJE surviving as a wholly-owned subsidiary of DEH (the "Merger").

2. On October 31, 2018, RLJE and Merger Sub consummated the Merger pursuant to the terms of the Merger Agreement. On October 31, 2018, immediately prior to 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 ("RLJ SPAC"), DEH and AMC Digital Entertainment Holdings LLC (the "Contribution Agreement"), RLJ SPAC contributed to DEH all of its shares of common stock, par value $0.001 per share of RLJE ("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") in exchange for membership interests in DEH.

3. The shares of Common Stock and 2015 Warrants held by RLJ SPAC were valued in accordance with the Merger consideration paid to holders of Common Stock and 2015 Warrants pursuant to the Merger Agreement.

Remarks:

	Dawn A. Martens, Attorney-in-fact	11/01/2018
	** 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).
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