Filing Details
- Accession Number:
- 0001564590-17-001386
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-10 16:22:00
- Filed By:
- Edwards Peter
- Company:
- Rlj Entertainment Inc. (NASDAQ:RLJE)
- Filing Date:
- 2017-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Peter Edwards | 213,116 | 655,261 | 655,261 | 11.53 (12) Type of reporting person (see instructions) IN SCHEDULE 13G CUSIP No. 74965F104 Page 3 of 4 This Amendment No. 1 (this Amendment ) to Schedule 13G (the Schedule 13G ) relates to shares of Common Stock, par value 0.001 (the Common Stock ), of RLJ Entertainment, Inc., a Nevada corporation (the Issuer ), and is being filed on behalf of Peter Edwards, an individual (the Reporting Person ). All shares of Common Stock reported in this Amendment to Schedule 13G are held by Mr. Edwards. All share amounts and per share exercise prices reflect the reverse stock split effected on June 24, 2016. Item 1(a) Name of Issuer. RLJ Entertainment, Inc. Item 1(b) Address of Issuer s Principal Executive Offices. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Item 2(a) Name of Person Filing. Peter Edwards Item 2(b) Address of Principal Business Office, or, if none, Residence. 7400 Meadow Lane Chevy Chase, MD 20815. Item 2(c) Citizenship or Place of Organization. Mr. Edwards is an United States citizen. Item 2(d)Title of Class of Securities. Common Stock, par value 0.001 (the Common Stock ). Item 2(e)CUSIP Number. 74965F104 Item 3 If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a Not Applicable. Item 4Ownership. (a) Mr. Edwards may be deemed the beneficial owners of 655,261 shares of Common Stock, which consists of 213,116 shares of Common Stock, warrants exercisable to purchase 202,509 shares of Common Stock at an exercise price of 36, warrants exercisable to purchase 50,000 shares of Common Stock at an exercise price of 2.37 and Series D-2 Convertible Preferred Stock, including accrued dividends, which can be converted into 189,636 shares of Common Stock at an exercise price of 3.00. (b) Mr. Edwards may be deemed the beneficial owners of 11.53% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RLJ Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
74965F104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
SCHEDULE 13G
| CUSIP No. 74965F104 |
| Page 2 of 4 |
| (1) | Names of reporting persons
Peter Edwards | ||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ | ||
| (3) | SEC use only
| ||
| (4) | Citizenship or place of organization
United States | ||
| Number of | (5) | Sole voting power
213,116 | |
| shares beneficially owned by | (6) | Shared voting power
| |
| each reporting person | (7) | Sole dispositive power
655,261 | |
| with: | (8) | Shared dispositive power
| |
| (9) | Aggregate amount beneficially owned by each reporting person
655,261 (Share amount reflects the reverse stock split effected on June 24, 2016.) | ||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | ||
| (11) | Percent of class represented by amount in Row (9)
11.53 | ||
| (12) | Type of reporting person (see instructions)
IN | ||
SCHEDULE 13G
| CUSIP No. 74965F104 |
| Page 3 of 4 |
This Amendment No. 1 (this “Amendment”) to Schedule13G(the“Schedule13G”)relatestosharesofCommonStock,parvalue$0.001(the“CommonStock”),ofRLJEntertainment,Inc.,a Nevadacorporation(the“Issuer”),andisbeingfiledonbehalfofPeter Edwards, an individual (the “ReportingPerson”).AllsharesofCommonStockreportedinthis Amendment to Schedule13Gare held by Mr. Edwards. All share amounts and per share exercise prices reflect the reverse stock split effected on June 24, 2016.
Item1(a)NameofIssuer.
RLJ Entertainment, Inc.
Item1(b)AddressofIssuer’sPrincipalExecutiveOffices.
8515GeorgiaAvenue,Suite650
SilverSpring,Maryland20910
Item2(a)Name of Person Filing.
Peter Edwards
Item2(b)AddressofPrincipalBusinessOffice,or,ifnone,Residence.
7400 Meadow Lane
Chevy Chase, MD 20815.
Item2(c)Citizenship or Place of Organization.
Mr. Edwards is anUnitedStatescitizen.
Item2(d)TitleofClassofSecurities.
Common Stock, par value $0.001 (the “Common Stock”).
Item2(e)CUSIPNumber.
74965F104
Item3Ifthisstatementisfiledpursuantto§§240.13d-1(b)or240.13d-2(b)or(c),checkwhetherthepersonfilingisa:
Not Applicable.
Item4Ownership.
|
| (a) | Mr. Edwards maybedeemedthebeneficialownersof655,261 sharesofCommonStock,whichconsistsof 213,116 shares of Common Stock, warrantsexercisabletopurchase 202,509sharesofCommonStock at an exercise price of $36, warrants exercisable to purchase 50,000 shares of Common Stock at an exercise price of $2.37 and Series D-2 Convertible Preferred Stock, including accrued dividends, which can be converted into 189,636 shares of Common Stock at an exercise price of $3.00. |
|
| (b) | Mr. Edwards maybedeemedthebeneficialownersof 11.53%oftheoutstandingCommon Stock. This percentage was calculated based upon the sum of (A) 5,240,085 shares of Common Stock outstanding and(B) 442,145 shares of CommonStockissuable toMr. Edwards upon the exercise of warrants and the conversion of preferred stock. |
|
|
| (c) | Mr. Edwards has the sole power to vote 213,116 shares of Common Stock and has the sole power to dispose of 655,261 shares of Common Stock. |
|
SCHEDULE 13G
| CUSIP No. 74965F104 |
| Page 4 of 4 |
Item5OwnershipofFivePercentorLessofaClass.
Not Applicable.
Item6OwnershipofMoreThanFivePercentonBehalfofAnotherPerson.
Not Applicable.
| Item7 | IdentificationandClassificationoftheSubsidiarywhichAcquiredtheSecurityBeingReportedOnbytheParentHolding Company. |
Not Applicable.
Item8IdentificationandClassificationofMembersoftheGroup.
Not Applicable.
Item9NoticeofDissolutionofGroup.
Not Applicable.
Item10Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
Afterreasonableinquiryandtothebestofmyknowledgeandbelief,Icertifythattheinformationsetforthinthisstatementistrue,complete and correct.
Date:February 10,2017
/s/Peter Edwards
Peter Edwards