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





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.




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.




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.





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)


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