Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  AMC Networks Inc.
2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2016
3. Issuer Name and Ticker or Trading Symbol
RLJ ENTERTAINMENT, INC. [RLJE]
(Last)
(First)
(Middle)
11 PENN PLAZA
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10001
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (Right to Buy) (1) 10/14/2016 10/14/2021 Common Stock 5,000,000 (2) $ 3 (3) I By Subsidiary
Common Stock Warrant (Right to Buy) (1) 10/14/2016 10/14/2022 Common Stock 10,000,000 (2) $ 3 (3) I By Subsidiary
Common Stock Warrant (Right to Buy) (1) 10/14/2016 10/14/2023 Common Stock 5,000,000 (2) (4) $ 3 (3) I By Subsidiary

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMC Networks Inc.
11 PENN PLAZA
NEW YORK, NY 10001
    X    

Signatures

/s/ Anne Kelly, Senior Vice President, Corporate & Securities and Secretary of AMC Networks Inc. 10/18/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) AMC Networks Inc. ("AMC") may be deemed to beneficially own the warrants (the "Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of common stock, par value $0.001 per share, of RLJE ("Common Stock"), and all shares of Common Stock that are issuable upon exercise of the Warrants ("Warrant Shares"), indirectly through its wholly-owned subsidiaries. The Warrants are held directly by Digital Entertainment Holdings LLC ("DEH"), an indirect wholly-owned subsidiary of AMC. DEH is a direct wholly-owned subsidiary of IFC Entertainment Holdings LLC. IFC Entertainment Holdings LLC is a direct wholly-owned subsidiary of Rainbow Programming Holdings LLC. Rainbow Programming Holdings LLC is a direct wholly-owned subsidiary of Rainbow Media Enterprises, Inc. Rainbow Media Enterprises, Inc. is a direct wholly-owned subsidiary of Rainbow Media Holdings, LLC. Rainbow Media Holdings, LLC is a direct wholly-owned subsidiary of AMC.
(2) The number of Warrant Shares is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Warrant.
(3) The exercise price per Warrant Share is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Warrant.
(4) The Warrant expiring on October 14, 2023 provides that the number of Warrant Shares subject to the Warrant shall be increased to the extent necessary to ensure that upon the full exercise of the Warrant, DEH will hold at least 50.1% of the outstanding equity securities of RLJE on a fully diluted basis (less the number of shares previously issued to DEH (i) upon the exercise of the Warrants expiring on October 14, 2021 and October 14, 2022 and (ii) as interest payments pursuant to a Credit Agreement, dated October 14, 2016, between DEH and RLJE (the "Credit Agreement").

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