SC 13G/A
GOLDFARB MORRIS filed this Form SC 13G/A on 10/04/2017
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

RLJ Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

74965F104

(CUSIP Number)

October 3, 2017

(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.

 

Page 2 of 4

 

 

(1)

Names of reporting persons

 

Morris Goldfarb

(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

 

62,922

shares

beneficially

owned by

(6)

Shared voting power

 

 

each

reporting

person

(7)

Sole dispositive power

 

549,809

with:

(8)

Shared dispositive power

 

 

(9)

Aggregate amount beneficially owned by each reporting person

 

549,809

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

Percent of class represented by amount in Row (9)

 

3.78%

(12)

Type of reporting person (see instructions)

 

IN

 

 


 


 

 

This Amendment No. 2 (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 Morris Goldfarb, an individual (the “Reporting Person”). All shares of Common Stock reported in this Amendment to Schedule 13G are held by Mr. Goldfarb.  

 

 

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.

 

Morris Goldfarb

 

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

 

c/o G-III Apparel Group, Ltd.

512 7th Avenue, 35th Floor

New York, NY 10018.

 

 

Item 2(c) Citizenship or Place of Organization.

 

Mr. Goldfarb 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. Goldfarb may be deemed the beneficial owners of 549,809 shares of Common Stock, which consists of 62,922 shares of Common Stock, warrants exercisable to purchase 100,000 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 386,887 shares of Common Stock at an exercise price of $3.00.

 

 

(b)

Mr. Goldfarb may be deemed the beneficial owners of 3.78% of the outstanding Common Stock. This percentage was calculated based upon the sum of (A) 14,071,423 shares of Common Stock outstanding and (B) 486,887 shares of Common Stock issuable to Mr. Goldfarb upon the exercise of warrants and the conversion of preferred stock.

 

 

 

(c)

Mr. Goldfarb has the sole power to vote 62,922 shares of Common Stock and has the sole power to dispose of 549,809 shares of Common Stock.

 

 

 

Item 5Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   (X)

 


 

 

 

Item 6Ownership of More Than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

 

Not Applicable.

 

 

Item 8Identification and Classification of Members of the Group.

 

Not Applicable.

 

 

Item 9Notice of Dissolution of Group.

 

Not Applicable.

 

 

Item 10Certification.

 

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

 

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 4, 2017

 

 

/s/ Morris Goldfarb

Morris Goldfarb

 

 

 

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