Sec Form 4 Filing - Fir Tree, L.L.C. @ RLJ Acquisition, Inc. - 2012-10-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fir Tree, L.L.C. 2. Issuer Name and Ticker or Trading Symbol RLJ Acquisition, Inc. [ RLJA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 51 BEDFORD ROAD, SUITES 3 AND 4 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2012 (Street) KATONAH, NY10536 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 10/03/2012 S 1,862,500 D $ 9.95 0 ( 1 ) I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fir Tree, L.L.C. 51 BEDFORD ROAD SUITES 3 AND 4 KATONAH, NY10536 X TANNENBAUM JEFFREY 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY10017 X FIR TREE INC. 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY10017 X Signatures /s/ James Walker, Authorized Person of Fir Tree, L.L.C. 10/05/2012 Signature of Reporting Person Date /s/ Jeffrey Tannenbaum 10/05/2012 Signature of Reporting Person Date /s/ James Walker, Managing Director of Fir Tree, Inc. 10/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 4 shall not be construed as an admission that Fir Tree, L.L.C., Fir Tree, Inc. or Jeffrey Tannenbaum (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of RLJ Acquisition, Inc. (the "Issuer") owned by Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Value"). Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership. ( 2 )Fir Tree, L.L.C., the general partner of Fir Tree Value, and Fir Tree, Inc., the investment manager of Fir Tree Value, hold indirectly the Common Stock through the account of Fir Tree Value; Jeffrey Tannenbaum, the principal of Fir Tree, L.L.C. and Fir Tree, Inc., at the time of the transaction, controlled the disposition and voting of the Common Stock. Fir Tree, L.L.C. receives a performance-based allocation and Fir Tree, Inc. receives an asset-based fee from Fir Tree Value. The Reporting Persons voluntarily redeemed all of their shares of Common Stock with the Issuer pursuant to the terms of the Issuer's Articles of Incorporation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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