Filing Details
- Accession Number:
- 0001654954-18-010982
- Form Type:
- 13D Filing
- Publication Date:
- 2018-10-11 08:25:57
- Filed By:
- Sudbury Capital Fund, Lp
- Company:
- Rlj Entertainment Inc. (NASDAQ:RLJE)
- Filing Date:
- 2018-10-11
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| Dayton Judd | 68,712 | 1,141,483 | 68,712 | 1,141,483 | 1,210,195 | 5.1% |
| Sudbury Capital Fund | 0 | 1,141,483 | 0 | 1,141,483 | 1,141,483 | 4.8% |
| Sudbury Holdings | 0 | 1,141,483 | 0 | 1,141,483 | 1,141,483 | 4.8% |
| Sudbury Capital GP | 0 | 1,141,483 | 0 | 1,141,483 | 1,141,483 | 4.8% |
| Sudbury Capital Management | 0 | 1,141,483 | 0 | 1,141,483 | 1,141,483 | 4.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO §
240.13d-2(a)
RLJ Entertainment, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
74965F203
(CUSIP Number)
Dayton Judd
Sudbury Capital Fund, LP
136 Oak Trail
Coppell, Texas 75019
972-304-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 5, 2018
(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 copes of the schedule, including all exhibits.
See §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 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).
| 1 | | NAMES
OF REPORTING PERSONS Dayton
Judd | ||||
| 2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ☐ (b) ☒ | ||||
| 3 | | SEC USE
ONLY | ||||
| 4 | | SOURCE
OF FUNDS (see instructions)
OO | ||||
| 5 | | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(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 68,712
(a) | ||
| | 8 | | SHARED
VOTING POWER 1,141,483
(b) | |||
| | 9 | | SOLE
DISPOSITIVE POWER 68,712
(a) | |||
| | 10 | | SHARED
DISPOSITIVE POWER 1,141,483
(b) | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,210,195 | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||||
| 14 | | TYPE OF
REPORTING PERSON (See Instructions) IN | ||||
| (a) | Includes
(i) 53,960 shares of Common Stock, par value $0.001 per share (the
“Common Stock”), of RLJ Entertainment, Inc., a Nevada
corporation (the “Company”) and (ii) 14,752 shares of
Common Stock subject to restricted stock awards, which shares are
held directly by Mr. Judd and over which he exercises sole voting
and dispositive power, subject to forfeiture under the terms of the
restricted stock award. |
| | |
| (b) | Includes
(i) 96,714 shares of Common Stock, (ii) 2,000 shares of C-2
Convertible Preferred Stock convertible into 773,773 shares of
Common Stock, (iii) 183.506 shares of D-1 Convertible Preferred
Stock convertible into 70,996 shares of Common Stock, and (iv)
warrants expiring May 20, 2020 exercisable for 200,000 shares of
Common Stock, which shares and warrants are held directly by
Sudbury Capital Fund, LP (the “Fund”), over which Mr.
Judd may be deemed to exercised shared voting and dispositive
power. Mr. Judd is the Sole Member of Sudbury Holdings, LLC
(“Holdings”), which is the general partner of Sudbury
Capital GP, LP (the “General Partner”), which is the
general partner of the Fund. Additionally, Mr. Judd is the Managing
Member of Sudbury Capital Management, LLC (the “Investment
Manager”), which is the investment advisor to the
Fund. |
| | | | | | | | |
| 1 | | NAMES
OF REPORTING PERSONS Sudbury
Capital Fund, LP | |||||
| 2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ☐ (b) ☒ | |||||
| 3 | | SEC USE
ONLY | |||||
| 4 | | SOURCE
OF FUNDS (see instructions) WC | |||||
| 5 | | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(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 1,141,483
(a) | ||||
| | 9 | | SOLE
DISPOSITIVE POWER 0 | ||||
| | 10 | | SHARED
DISPOSITIVE POWER 1,141,483
(a) | ||||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,141,483 | |||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | |||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | |||||
| 14 | | TYPE OF
REPORTING PERSON (See Instructions) PN | |||||
| | | | |||||
| (a) | Includes
(i) 96,714 shares of Common Stock, (ii) 2,000 shares of C-2
Convertible Preferred Stock convertible into 773,773 shares of
Common Stock, (iii) 183.506 shares of D-1 Convertible Preferred
Stock convertible into 70,996 shares of Common Stock, and (iv)
warrants expiring May 20, 2020 exercisable for 200,000 shares of
Common Stock, which shares and warrants are held directly by the
Fund, over which each of Mr. Judd, Holdings, the General Partner
and the Investment Manager may be deemed to exercised shared voting
and dispositive power. Mr. Judd is the Sole Member of Holdings,
which is the general partner of the General Partner, which is the
general partner of the Fund. Mr. Judd is also the Managing Member
of the Investment Manager, which is the investment advisor to the
Fund. | ||||||
| 1 | | NAMES
OF REPORTING PERSONS Sudbury
Holdings, LLC | ||||
| 2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ☐ (b) ☒ | ||||
| 3 | | SEC USE
ONLY | ||||
| 4 | | SOURCE
OF FUNDS (see instructions) AF | ||||
| 5 | | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(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 1,141,483
(a) | |||
| | 9 | | SOLE
DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED
DISPOSITIVE POWER 1,141,483
(a) | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,141,483 | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||||
| 14 | | TYPE OF
REPORTING PERSON (See Instructions) HC | ||||
(a)
Includes
(i) 96,714 shares of Common Stock, (ii) 2,000 shares of C-2
Convertible Preferred Stock convertible into 773,773 shares of
Common Stock, (iii) 183.506 shares of D-1 Convertible Preferred
Stock convertible into 70,996 shares of Common Stock, and (iv)
warrants expiring May 20, 2020 exercisable for 200,000 shares of
Common Stock, which shares and warrants are held directly by the
Fund, over which Holdings may be deemed to exercised shared voting
and dispositive power, as the general partner of the General
Partner, which is the general partner of the Fund.
| 1 | | NAMES
OF REPORTING PERSONS 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 (see instructions) AF | ||||
| 5 | | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(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 1,141,483
(a) | |||
| | 9 | | SOLE
DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED
DISPOSITIVE POWER 1,141,483
(a) | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,141,483 | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||||
| 14 | | TYPE OF
REPORTING PERSON (See Instructions) PN | ||||
(a)
Includes
(i) 96,714 shares of Common Stock, (ii) 2,000 shares of C-2
Convertible Preferred Stock convertible into 773,773 shares of
Common Stock, (iii) 183.506 shares of D-1 Convertible Preferred
Stock convertible into 70,996 shares of Common Stock, and (iv)
warrants expiring May 20, 2020 exercisable for 200,000 shares of
Common Stock, which shares and warrants are held directly by the
Fund, over which the General Partner may be deemed to exercised
shared voting and dispositive power, as the general partner of the
Fund.
| 1 | | NAMES
OF REPORTING PERSONS 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 (see instructions) AF | ||||
| 5 | | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(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 1,141,483
(a) | |||
| | 9 | | SOLE
DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED
DISPOSITIVE POWER 1,141,483
(a) | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,141,483 | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||||
| 14 | | TYPE OF
REPORTING PERSON (See Instructions) OO;
IA | ||||
(a)
Includes
(i) 96,714 shares of Common Stock, (ii) 2,000 shares of C-2
Convertible Preferred Stock convertible into 773,773 shares of
Common Stock, (iii) 183.506 shares of D-1 Convertible Preferred
Stock convertible into 70,996 shares of Common Stock, and (iv)
warrants expiring May 20, 2020 exercisable for 200,000 shares of
Common Stock, which shares and warrants are held directly by the
Fund, over which the Investment Manager may be deemed to exercised
shared voting and dispositive power, as the investment advisor to
the Fund.
ITEM
1. SECURITY
AND ISSUER.
This
Amendment No. 3 to Schedule 13D (this “Amendment”)
relates to the Common Stock, par value $0.001 per share (the
“Common Stock”), of RLJ Entertainment, Inc., a Nevada
corporation (the “Company”) and amends and supplements
the statement on Schedule 13D originally filed in duplicate by the
Reporting Persons on May 22, 2015, as amended by that certain
Amendment No. 1 to Schedule 13D filed on January 19, 2017, and as
amended by that certain Amendment No. 2 filed on October 6, 2017
(duplicate filed on October 10, 2017) (as amended, the “Prior
Schedule 13D”). Except as otherwise specified in this
Amendment, all items left blank remain unchanged in all material
respects and any items that are reported are deemed to amend and
restate the corresponding items in the Prior Schedule 13D. Unless
otherwise indicated, all capitalized terms used herein but not
defined herein shall have the same meanings ascribed to them in the
Prior Schedule 13D.
ITEM
4. PURPOSE
OF TRANSACTION.
Item 4
of the Prior Schedule 13D is hereby amended and supplemented by
adding the following:
On
October 5, 2018, the Company reported that it issued (i)
413,709
shares of Common Stock as payment of interest on a loan outstanding
pursuant to a credit agreement and (ii) 6,695,571 shares of
Common Stock upon the exercise of certain warrants, each on October
1, 2018. As a result of such issuances, the Company reported on
October 5, 2018, that it had 22,723,887 shares of
Common Stock outstanding as of October 2, 2018. As a result, the
percentage ownerships of the Common Stock beneficially owned by the
Reporting Persons have decreased by an amount equal to or greater
than 1%.
ITEM
5. INTEREST
IN SECURITIES OF ISSUER.
Item 5
of the Prior Schedule 13D is hereby amended and restated as
follows:
(a)
(1) Mr.
Judd may be deemed to beneficially own 1,210,195 shares of Common
Stock, representing approximately 5.1% of the outstanding shares of
Common Stock. (2) The Fund may be
deemed to beneficially own 1,141,483 shares of Common Stock,
representing approximately 4.8% of the outstanding shares of Common
Stock. (3) Holdings may be
deemed to beneficially own 1,141,483 shares of Common Stock,
representing approximately 4.8% of the outstanding shares of Common
Stock. (4) The General
Partner may be deemed to beneficially own 1,141,483 shares of
Common Stock, representing approximately 4.8% of the outstanding
shares of Common Stock. (5) The Investment
Manager may be deemed to beneficially own 1,141,483 shares of
Common Stock, representing approximately 4.8% of the outstanding
shares of Common Stock. Each percentage
ownership of shares set forth in this Statement is based on the
22,723,887 shares of Common Stock reported by the Company as
outstanding on October 2, 2018 in its amended Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
October 5, 2018.
(b)
Mr.
Judd directly holds 68,712 shares of Common Stock, and the Fund
directly holds 1,141,483 shares of Common Stock and shares
underlying instruments convertible into Common Stock. Each of
Holdings, the General Partner and Investment Manager does not
directly hold any shares of Common Stock or instruments convertible
into Common Stock. Each of (i) the General Partner, as general
partner to the Fund, (ii) Holdings, as the general partner of the
General Partner, (iii) the Investment Manager, as the investment
manager to the Fund, and (iv) Mr. Judd, as Sole Member of Holdings,
which is the general partner of the General Partner, and Mr. Judd,
as the Managing Member of the Investment Manager, may be deemed to
be beneficial owners of the shares of Common Stock and shares of
Common Stock underlying convertible instruments directly held by
the Fund as disclosed in this statement. Each of the General
Partner, Holdings, the Investment Manager and Mr. Judd expressly
disclaims beneficial ownership of the shares of Common Stock and
shares of Common Stock underlying convertible instruments that are
held directly by the Fund. Mr. Judd may be
deemed to have sole voting and dispositive power with respect to
68,712 shares of Common Stock (including 14,752 shares of Common
Stock subject to restricted stock awards) and shared voting and
dispositive power with respect to 1,141,483 shares of Common Stock
(including 2,000 shares of C-2 Convertible Preferred Stock
convertible at a price of $3.00 per share into 773,773 shares of
Common Stock, 183.506 shares of D-1 Convertible Preferred Stock
convertible at a price of $3.00 per share into 70,996 shares of
Common Stock, and warrants expiring May 20, 2020 exercisable at a
price of $1.50 per share to purchase 200,000 shares of Common
Stock). Each of the Fund,
Holdings, the General Partner, and the Investment Manager may be
deemed to have no sole voting and dispositive power over any shares
of Common Stock and shared voting and dispositive power with
respect to 1,141,483 shares of Common Stock (including 2,000 shares
of C-2 Convertible Preferred Stock convertible at a price of $3.00
per share into 773,773 shares of Common Stock, 183.506 shares of
D-1 Convertible Preferred Stock convertible at a price of $3.00 per
share into 70,996 shares of Common Stock, and warrants expiring May
20, 2020 exercisable at $1.50 per share to purchase 200,000 shares
of Common Stock).
(c)
No
transactions were effected by each of the Reporting Persons in the
Common Stock during the past 60 days.
(d)
Not
applicable.
(e)
Not
applicable.
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.
| | |
| Date:
October 11, 2018 |
DAYTON JUDD |
| | |
| | /s/ Dayton
Judd |
| | |
| |
SUDBURY CAPITAL FUND, LP |
| | |
| | By:
Sudbury Capital GP, LP, its
General Partner |
| | |
| | By:
Sudbury Holdings, LLC its
General Partner |
| | |
| | /s/ Dayton
Judd |
| | Dayton
Judd |
| | Title:
Sole Member |
| | |
| |
SUDBURY CAPITAL GP, LP |
| | |
| | By:
Sudbury Holdings, LLC its
General Partner |
| | |
| | /s/ Dayton
Judd |
| | Dayton
Judd |
| | Title:
Sole Member |
| | |
| |
SUDBURY HOLDINGS, LLC |
| | |
| | /s/ Dayton
Judd |
| | Dayton
Judd |
| | Title:
Sole Member |
| | |
| |
SUDBURY CAPITAL MANAGEMENT, LLC |
| | |
| | /s/ Dayton
Judd |
| | Dayton
Judd |
| | Title:
Managing Member |