SC 13G/A
EDWARDS PETER 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 Peter Edwards, an individual (the “Reporting Person”). All shares of Common Stock reported in this Amendment to Schedule 13G are held by Mr. Edwards.  



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.


Peter Edwards



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


7400 Meadow Lane

Chevy Chase, MD 20815.



Item 2(c) Citizenship or Place of Organization.


Mr. Edwards 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. Edwards may be deemed the beneficial owners of 456,560 shares of Common Stock, which consists of 213,116 shares of Common Stock, warrants exercisable to purchase 50,000 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 193,444 shares of Common Stock at an exercise price of $3.00.




Mr. Edwards may be deemed the beneficial owners of 3.19% 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) 243,444 shares of Common Stock issuable to Mr. Edwards upon the exercise of warrants and the conversion of preferred stock.





Mr. Edwards has the sole power to vote 213,116 shares of Common Stock and has the sole power to dispose of 456,560 shares of Common Stock.




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



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