13D Filing: Sudbury Capital Fund, LP and RLJ Entertainment Inc. (RLJE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )

RLJ Entertainment, Inc.
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(Name of Issuer)

Common Stock, Par Value $0.001 Per Share
——————————————————————————-
(Title of Class of Securities)

74965F104
——————————————————————————-
(CUSIP Number)

Dayton Judd; 136 Oak Trail, Coppell, Texas 75019; 972-304-5000.
——————————————————————————-
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 3, 2017
——————————————————————————-
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.

Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See sec. 240.13d-7 for
other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

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CUSIP No. 74965F104
13D
Page 2 of 10
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Capital Fund, LP
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2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
——————————————————————————-

3.
SEC USE ONLY
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4.
SOURCE OF FUNDS
WC
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5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d)
OR 2(e)
——————————————————————————-

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

——————————————————————————-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
——————————————————————————-

7.
SOLE VOTING POWER
0

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8.
SHARED VOTING POWER
1,195,443

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9.
SOLE DISPOSITIVE POWER
0
——————————————————————————-

10.
SHARED DISPOSITIVE POWER
1,195,443

——————————————————————————-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.9%

——————————————————————————-
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
——————————————————————————-

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
——————————————————————————-

14.
TYPE OF REPORTING PERSON (see instructions)
Partnership (PN)
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CUSIP No. 74965F104
13D
Page 3 of 10
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Holdings, LLC
——————————————————————————-
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
——————————————————————————-

3.
SEC USE ONLY

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4.
SOURCE OF FUNDS
AF
——————————————————————————-

5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d)
OR 2(e)
——————————————————————————-

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
——————————————————————————-

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
——————————————————————————-

7.
SOLE VOTING POWER
0
——————————————————————————-

8.
SHARED VOTING POWER
1,195,443
——————————————————————————-

9.
SOLE DISPOSITIVE POWER
0
——————————————————————————-

10.
SHARED DISPOSITIVE POWER
1,195,443
——————————————————————————-

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.9%

——————————————————————————-
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
——————————————————————————-
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
——————————————————————————-

14.
TYPE OF REPORTING PERSON (see instructions)
Parent Holding Company/Control Person (HC)
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CUSIP No. 74965F104
13D
Page 4 of 10
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Capital GP, LP
——————————————————————————-

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
——————————————————————————-
3.
SEC USE ONLY
——————————————————————————-

4.
SOURCE OF FUNDS
AF
——————————————————————————-

5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d)
OR 2(e)
——————————————————————————-

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

——————————————————————————-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
——————————————————————————-

7.
SOLE VOTING POWER
0
——————————————————————————-

8.
SHARED VOTING POWER
1,195,443

——————————————————————————-
9.
SOLE DISPOSITIVE POWER
0
——————————————————————————-

10.
SHARED DISPOSITIVE POWER
1,195,443

——————————————————————————-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.9%

——————————————————————————-
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

——————————————————————————-

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%

——————————————————————————-
14.
TYPE OF REPORTING PERSON (see instructions)
Partnership (PN)
——————————————————————————-

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CUSIP No. 74965F104
13D
Page 5 of 10
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sudbury Capital Management, LLC
——————————————————————————-

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
——————————————————————————-
3.
SEC USE ONLY
——————————————————————————-

4.
SOURCE OF FUNDS
AF
——————————————————————————-

5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d)
OR 2(e)
——————————————————————————-

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

——————————————————————————-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

——————————————————————————-
7.
SOLE VOTING POWER
0
——————————————————————————-

8.
SHARED VOTING POWER
1,195,443
——————————————————————————-

9.
SOLE DISPOSITIVE POWER
0
——————————————————————————-

10.
SHARED DISPOSITIVE POWER
1,195,443

——————————————————————————-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.9%

——————————————————————————-
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
——————————————————————————-
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
——————————————————————————-

14.
TYPE OF REPORTING PERSON (see instructions)
Investment Adviser (IA)
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CUSIP No. 74965F104
13D
Page 6 of 10
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Item 1. Security and Issuer.

This Statement relates to the Common Stock, par value $0.001 per share
(the “Common Stock”), of RLJ Entertainment, Inc. (the “Company”). The Company
reports that its principal executive offices are located at 8515 Georgia Avenue,
Suite 650, Silver Spring, MD.

Item 2. Identity and Background.

This Statement is filed by Sudbury Capital Fund, LP, a Delaware limited
partnership and pooled investment vehicle; Sudbury Holdings, LLC a Delaware
limited liability company; Sudbury Capital Management, LLC a Delaware limited
liability company and the Investment Adviser; and Sudbury Capital GP, LP, a
Delaware limited partnership and the General Partner of the pooled investment
vehicle.

Mr. Dayton Judd is the Managing Member of the Investment Manager and Partner
and Manager of the General Partner.

Each of the Fund, the General Partner, the Investment Manager and Mr. Judd is
referred to herein as a “Reporting Person” and collectively as the “Reporting
Persons.” The Reporting Persons are filing this Statement jointly. Neither
the fact of this filing nor anything contained herein shall be deemed to be an
admission by any of the Reporting Persons that they constitute a “group.”

The principal business of the Fund is serving as a private investment fund.
The principal business of the General Partner is to provide investment advisory
and management services to private investment funds, including the Fund. The
General Partner has delegated the management of the Fund’s investment program to
the Investment Manager. The principal business of the Investment Manager is to
provide investment advisory services, including to the Fund. The principal
occupation of Mr. Judd is serving as investment manager and advisor to the Fund.
Mr. Judd is a U.S. citizen. The business address of each of the Reporting
Persons is 136 Oak Trail, Coppell, TX 75019.

None of the Reporting Persons or any of their partners, managers, officers or
other controlling persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons or any of their partners, managers, officers or
other controlling persons has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

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CUSIP No. 74965F104
13D
Page 7 of 10
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The source of funds used in purchasing the Common Stock was working capital of
the Fund. The total cost for purchasing the Common Stock reported in this
Statement, including brokerage commissions, was approximately $864,953.05.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Common Stock reported in this Statement for
investment purposes. The Reporting Persons may in the future acquire
additional shares of Common Stock or dispose of some or all of the shares of
Common Stock held by the Reporting Persons in open-market transactions or
privately negotiated transactions, on such terms and at such times as the
Reporting Persons may deem advisable. The Reporting Persons may engage in
short selling or hedging or similar transactions with respect to the Common
Stock, on such terms and at such times as the Reporting Persons may deem
advisable.

In addition to acquiring the Common Stock for investment purposes, Mr. Judd has
also accepted an appointment as a member of the issuer’s board of directors.
That said, none of the Reporting Persons has any other present plan or proposal
that would result in any of the actions described in paragraphs (a) through (c)
and (e) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve
the right in the future to formulate any such plans or proposals, and to take
any actions with respect to their investments in the Company, including any or
all of the actions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own 150,674 shares of Common Stock;
2,000 shares of C-2 Preferred Stock convertible at a price of $3.00 per share
into 773,773 shares of Common Stock; 183.506 shares of D-1 Preferred Stock
convertible at a price of $3.00 per share into 70,996 shares of Common Stock;
and 200,000 2020 Warrants exercisable at a price of $1.50 for 200,000 shares
of Common Stock, resulting in a total beneficial ownership of 1,195,443 shares
of Common Stock, which represents approximately 7.9% percent of the Company’s
outstanding shares of Common Stock. The Fund and Dayton Judd directly hold the
number and percentage of shares disclosed as beneficially owned by them in the
applicable table set forth on the cover page to this Statement. None of the
other Reporting Persons directly hold any of the shares disclosed in this
Statement.

Each percentage ownership of shares set forth in this Statement is based on the
14,071,423 shares of Common Stock reported by the Company as outstanding on
October 3, 2017 to the Reporting Persons.

The General Partner, as general partner to the Fund, and the Investment
Manager, as the investment manager to the Fund, may be deemed to be
beneficial owners of the shares of Common Stock disclosed as directly
owned by the Fund in this Statement. As principal of the General Partner and
the Investment Manager, Mr. Judd may be deemed to be a beneficial owner of
the shares of Common Stock disclosed as directly owned by the Fund in this
Statement. Each of the General Partner, the Investment Manager and Mr.
Judd expressly disclaims beneficial ownership of the Fund’s shares of
Common Stock.

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CUSIP No. 74965F104
13D
Page 8 of 10
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(b) The Fund beneficially owns, and has the shared power to direct the
voting and disposition of, the shares of Common Stock disclosed as beneficially
owned by the Fund in the applicable table set forth on the cover page to this
Statement. The General Partner, as the general partner of the Fund, has the
shared power to direct the voting and disposition of the shares of Common Stock
held by the Fund. The Investment Manager, as the investment manager of the
Fund, has the shared power to direct the voting and disposition of the shares
of Common Stock held by the Fund. Mr. Judd, as principal of the General
Partner and the Investment Manager, may also be deemed to have the shared
power to direct the voting and disposition of the shares of Common Stock
held by the Fund.

(c) No transactions were effected by each of the Reporting Persons in the
Common Stock during the past 60 days. The Reporting Persons previously held
127,098 of 2017 Warrants exercisable at a price of $36,00 for 127,098 shares of
Common Stock that have since expired, resulting in a decrease in the

Reporting Persons beneficial ownership.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Persons have entered into an agreement
with respect to the joint filing of this Statement, which agreement is
set forth on the signature page to this Statement.

In connection with the Company entering into a transaction with AMC Networks,
Inc. (the “AMC Transaction”), Sudbury Capital Fund, LP entered into a Voting
Agreement with AMC (the “Voting Agreement”) as described in the Company’s Form
DEF 14A filed with the Securities and Exchange Commission on September 19, 2016,
the terms of which required Sudbury Capital Fund, LP to vote to elect two
directors designated by AMC until AMC exercises its warrants to acquire a
majority of the common stock, and thereafter, vote to elect a majority of the
directors as designated by AMC.

Concurrently with the closing of the AMC Transaction, Sudbury Capital Fund, LP
exchanged its prior holdings of Preferred Stock and 2015 Warrants for C-2 and
D-1 Preferred Stock and 2020 Warrants on a share-for-share basis with revised
terms as set forth in the Company’s Current report on Form 8-K filed with the
Securities and Exchange Commission on August 22, 2016. This exchange resulted
in the Reporting Persons’ current beneficial ownership of shares of Common
Stock as described in Item 5 above.

The AMC Transaction triggered the existing exercise price adjustment provision
in the 2015 Warrants and, as a result, the exercise price of the 2020 Warrants
received in the exchange was reduced from $4.50 per share to $3.00 per share
upon the closing of the AMC Transaction. The exercise price of the 2020
Warrants held by the Reporting Persons were further reduced to $1.50 per share
in consideration of their agreement to participate in the exchange.

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CUSIP No. 74965F104
13D
Page 9 of 10
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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of this Statement on Schedule 13D with respect to the Common
Stock of the Company.

Dated: October 6, 2017

October 6, 2017
Date

Sudbury Capital Fund, LP

/s/ Dayton Judd
Signature

Member of Sudbury Holdings, LLC, the General Partner of Sudbury Capital GP,
LP, the General Partner of Sudbury Capital Fund, LP

Title

Sudbury Holdings, LLC

/s/ Dayton Judd

Signature

Sole Member

Title

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CUSIP No. 74965F104
13D
Page 10 of 10

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Sudbury Capital GP, LP

/s/ Dayton Judd
Signature

Member of the Sudbury Holdings, LLC, the General Partner of Sudbury Capital Fund
GP, LP

Title

Sudbury Capital Management, LLC

/s/ Dayton Judd
Signature

Managing Member

Title