Sec Form 4 Filing - WEXFORD CAPITAL LP @ RLJ ENTERTAINMENT, INC. - 2014-12-23

Insider filing report for Changes in Beneficial Ownership
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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
WEXFORD CAPITAL LP
2. Issuer Name and Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC. [ RLJE]
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)
411 WEST PUTNAM AVENUE, SUITE 125
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2014
(Street)
GREENWICH, CT06830
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 12/23/2014 S 22,460 ( 1 ) D $ 2.0019 1,487,012 ( 1 ) I see footnotes ( 2 ) ( 3 )
Common Stock, par value $0.001 12/26/2014 S 10,059 ( 1 ) D $ 2.0555 1,476,953 ( 1 ) I see footnotes ( 2 ) ( 3 )
Common Stock, par value $0.001 12/29/2014 S 3,500 ( 1 ) D $ 2.0071 1,473,453 ( 1 ) I See footnotes ( 2 ) ( 3 )
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 Beneficia l 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
WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT06830
X
Wexford GP LLC
C/O WEXFORD CAPITAL LP
SUITE 125
GREENWICH, CT06830
X
JACOBS JOSEPH
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE, SUITE 125
GREENWICH, CT06830
X
DAVIDSON CHARLES E
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVE.
GREENWICH, CT06830
X
WEXFORD SPECTRUM INVESTORS LLC
411 W PUTNAM AVENUE
GREENWICH, CT06830
X
Signatures
Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary 12/29/2014
Signature of Reporting Person Date
Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary 12/29/2014
Signature of Reporting Person Date
Charles E. Davidson 12/29/2014
Signature of Reporting Person Date
Joseph M. Jacobs 12/29/2014
Signature of Reporting Person Date
Wexford Spectrum Investors LLC By: Arthur Amron, Vice President and Assistant Secretary 12/29/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities disposed of and reported on this Form 4 are owned by Wexford Spectrum Investors LLC ("WSI").
( 2 )Wexford Capital LP ("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 LLC ("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 Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("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. (Continue with footnote (3)).
( 3 )(Continued from footnote (2)). 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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