Filing Details

This Amendment No. 5 (this "Amendment") modifies and supplements the 13G initially filed on October 12, 2012, as amended by Amendment No. 1 filed on February 11, 2013, as amended by Amendment No. 2 filed on February 14, 2014, as amended by Amendment No. 3 filed on January 16, 2015, and as amended by Amendment No. 4 filed on August 30, 2016 (together, the "Statement"), with respect to the common stock, $0.001 par value per share (the "Common Stock"), of RLJ Entertainment, Inc., a Nevada corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 5, the Statement, as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 4 should be deleted in its entirety and replaced with the following:

   Item 4    Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. [Information set forth below is on the basis of 5,056,233 shares of common stock issued and outstanding as of August 9, 2016, as reported in the Company's Form 10Q filed with the Securities and Exchange Commission on August 15, 2016.]

(i) Wexford Spectrum Investors LLC

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

(ii) Wexford Capital LP

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

(iii) Wexford GP LLC

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)	Shared power to dispose or to direct the disposition of: 0

(iv) Charles E. Davidson

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

(v) Joseph M. Jacobs

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

The total shares of Common Stock reported as beneficially owned by each of Wexford Capital LP ("Wexford Capital"), Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and  Joseph M. Jacobs ("Jacobs") include the shares of Common Stock reported as beneficially owned by Wexford Spectrum Investors LLC ("WSI"). Wexford Capital may, by reason of its status as manager of WSI, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Wexford GP may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Each of Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which WSI possesses beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the securities beneficially owned by WSI.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by WSI and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in each member of WSI.

Item 5 should be deleted in its entirety and replaced with the following:

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.