SEC Info - Avagliano John P - ‘4’ for 10/3/12 re: Image Entertainment Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Avagliano John P

(Last)

(First)

(Middle)

C/O IMAGE ENTERTAINMENT, INC.

20525 NORDHOFF STREET, SUITE 200

(Street)

CHATSWORTH

91311

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMAGE ENTERTAINMENT INC [ DISK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/3/12

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/3/12		D		395,983	D	$0 ⁽¹⁾	3,180,417	D
Common Stock	10/3/12		D		3,180,417	D	⁽²⁾	0	D
Restricted Common Stock Award (C)	10/3/12		D		166,864	D	$0 ⁽³⁾	0	D
Restricted Common Stock Award (A&B)	10/3/12		D		2,308,561	D	$0 ⁽¹⁾	2,282,750	D
Restricted Common Stock Award (A&B)	10/3/12		D		2,282,750	D	⁽²⁾	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy) (A,B&C)	$0.2	10/3/12		D		2,339,748		10/3/12	11/19/20	Common Stock	2,339,748	$0 ⁽⁴⁾	0	D

Explanation of Responses:

(1) Shares of common stock contributed to the Company for no consideration and cancelled immediately prior to the effective time of the merger (the "Merger") of Image Entertainment, Inc. (the "Company") with RLJ Merger Sub II, Inc., a wholly-owned subsidiary of RLJ Entertainment, Inc. ("Holdings").

(2) Each share disposed of in exchange for .00972 shares of common stock of Holdings in connection with the Merger. On the effective date of the Merger, the closing price of the Company common stock was $0.04 per share. On the first day of trading following completion of the Merger, the opening price of the Holdings common stock was $8.10 per share.

(3) Restricted stock awards forfeited to the Company without payment and cancelled immediately prior to the effective time of the Merger.

(4) Stock options terminated at the effective time of the Merger.

Remarks:

	/s/ Dawn A. Martens, Attorney-in-fact	10/5/12
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Avagliano John P – ‘4’ for 10/3/12 re: Image Entertainment Inc.

On: Friday, 10/5/12, at 7:31pm ET · For: 10/3/12 · As: Officer · Accession #: 1140361-12-43117 · File #: 0-11071

Previous ‘4’: ‘4’ on 11/19/10 for 11/18/10 · Next & Latest: ‘4’ on 10/5/12 for 10/3/12

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Avagliano John P – ‘4’ for 10/3/12 re: Image Entertainment Inc.

On: Friday, 10/5/12, at 7:31pm ET · For: 10/3/12 · As: Officer · Accession #: 1140361-12-43117 · File #: 0-11071

Previous ‘4’: ‘4’ on 11/19/10 for 11/18/10 · Next & Latest: ‘4’ on 10/5/12 for 10/3/12

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents