In a new 13G filing with the US Securities and Exchange Commission, Charles Davidson‘s Wexford Capital disclosed holding 260,001 common shares of Rlj Entertainment Inc. (NASDAQ:RLJE), which represent 5.14% of the company’s outstanding stock. The stake has been lowered from 484,508 shares Wexford Capital previously held, according to its last 13F filing (for the end of June).
RLJ Entertainment is a company that distributes entertainment content, with the main focus on three specific movie genres – thriller, horror, and action. Recently, the company announced that it has signed an investment agreement with AMC Networks’ unit, Digital Entertainment Holdings, upon which AMC will provide a $60 million seven-year term loan and a $5 million one-year loan to RLJ Entertainment, which will, in return, give AMC warrants for purchasing minimum 20 million shares of RLJ Entertainment’s stock. Over the past 12 months, the company’s stock has increased by 85%. In its latest financial report for the quarter ended June 30, RLJ Entertainment reported a revenue of $15.79 million, compared to a revenue of $19.95 million for the corresponding quarter in the previous year.
According to Insider Monkey’s database, the number of hedge funds with positions in Rlj Entertainment Inc. (NASDAQ:RLJE) increased by one recently, and at the end of June there were three investors bullish on this stock, including Ken Griffin’s Citadel Investment Group, which initiated a new position and had $22,000 invested in the company at the end of the second quarter.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Wexford Spectrum Investors | 0 | 260,001 | 0 | 260,001 | 260,001 | .14% |
| Wexford Capital | 0 | 260,001 | 0 | 260,001 | 260,001 | .14% |
| Wexford GP | 0 | 260,001 | 0 | 260,001 | 260,001 | .14% |
| Charles E. Davidson | 0 | 260,001 | 0 | 260,001 | 260,001 | .14% |
| Joseph M. Jacobs | 0 | 260,001 | 0 | 260,001 | 260,001 | .14% |
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Page 1 of 8 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G A/4
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.4)
RLJ ENTERTAINMENT, INC.
_____________________________________________
(Name of Issuer)
Common Shares
__________________________
(Title of Class of Securities)
74965F104
_________________________
(CUSIP Number)
August 25, 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).
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Page 2 of 8 – SEC Filing
| CUSIP NO. 74965F104 | 13G A/4 | |||||||
| 1 | NAME OF REPORTING PERSON | Wexford Spectrum Investors LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
| 6 | SHARED VOTING POWER | 260,001 | ||||||
| 7 | SOLE DISPOSITIVE POWER | 0 | ||||||
| 8 | SHARED DISPOSITIVE POWER | 260,001 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 260,001 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ☐ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 5.14% | ||||||
| 12 | TYPE OF REPORTING PERSON | OO | ||||||
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Page 3 of 8 – SEC Filing
| CUSIP NO. 74965F104 | 13G A/4 | |||||||
| 1 | NAME OF REPORTING PERSON | Wexford Capital LP | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
| 6 | SHARED VOTING POWER | 260,001 | ||||||
| 7 | SOLE DISPOSITIVE POWER | 0 | ||||||
| 8 | SHARED DISPOSITIVE POWER | 260,001 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 260,001 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ☐ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 5.14% | ||||||
| 12 | TYPE OF REPORTING PERSON | PN | ||||||
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Page 4 of 8 – SEC Filing
| CUSIP NO. 74965F104 | 13G A/4 | |||||||
| 1 | NAME OF REPORTING PERSON | Wexford GP LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
| 6 | SHARED VOTING POWER | 260,001 | ||||||
| 7 | SOLE DISPOSITIVE POWER | 0 | ||||||
| 8 | SHARED DISPOSITIVE POWER | 260,001 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 260,001 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ☐ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 5.14% | ||||||
| 12 | TYPE OF REPORTING PERSON | OO | ||||||
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Page 5 of 8 – SEC Filing
| CUSIP NO. 74965F104 | 13G A/4 | |||||||
| 1 | NAME OF REPORTING PERSON | Charles E. Davidson | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
| 6 | SHARED VOTING POWER | 260,001 | ||||||
| 7 | SOLE DISPOSITIVE POWER | 0 | ||||||
| 8 | SHARED DISPOSITIVE POWER | 260,001 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 260,001 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ☐ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 5.14% | ||||||
| 12 | TYPE OF REPORTING PERSON | IN | ||||||
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Page 6 of 8 – SEC Filing
| CUSIP NO.74965F104 | 13G A/4 | |||||||
| 1 | NAME OF REPORTING PERSON | Joseph M. Jacobs | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
| 6 | SHARED VOTING POWER | 260,001 | ||||||
| 7 | SOLE DISPOSITIVE POWER | 0 | ||||||
| 8 | SHARED DISPOSITIVE POWER | 260,001 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 260,001 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ☐ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 5.14% | ||||||
| 12 | TYPE OF REPORTING PERSON | IN | ||||||
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Page 7 of 8 – SEC Filing
This Amendment No. 4 (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 (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. 4, 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 1(b) should be deleted in its entirety and replaced with the following:
| (b) | Address of Issuer’s Principal Executive Offices: |
8515 Georgia Avenue, Suite 650
Silver Springs, Maryland 20910
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: 260,001 |
| (b) | Percent of class: 5.14% |
| (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: 260,001 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 260,001 |
(ii) Wexford Capital LP
| (a) | Amount beneficially owned: 260,001 |
| (b) | Percent of class: 5.14% |
| (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: 260,001 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 260,001 |
(iii) Wexford GP LLC
| (a) | Amount beneficially owned: 260,001 |
| (b) | Percent of class: 5.14% |
| (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: 260,001 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 260,001 |
(iv) Charles E. Davidson
| (a) | Amount beneficially owned: 260,001 |
| (b) | Percent of class: 5.14% |
| (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: 260,001 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 260,001 |
(v) Joseph M. Jacobs
| (a) | Amount beneficially owned: 260,001 |
| (b) | Percent of class: 5.14% |
| (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: 260,001 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 260,001 |
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.
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Page 8 of 8 – SEC Filing
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: August 30, 2016 | Company Name | ||
| WEXFORD SPECTRUM INVESTORS LLC | |||
| By: | /s/ Arthur H. Amron | ||
| Name: | Arthur H. Amron | ||
| Title: | Vice President and Assistant Secretary | ||
| WEXFORD CAPITAL LP | |||
| By: | Wexford GP LLC, its General Partner | ||
| By: | /s/ Arthur H. Amron | ||
| Name: | Arthur H. Amron | ||
| Title: | Vice President and Assistant Secretary | ||
| WEXFORD GP LLC | |||
| By: | /s/ Arthur H. Amron | ||
| Name: | Arthur H. Amron | ||
| Title: | Vice President and Assistant Secretary | ||
| /s/ Joseph M. Jacobs | |||
| JOSEPH M. JACOBS | |||
| /s/ Charles E. Davidson | |||
| CHARLES E. DAVIDSON | |||
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