SC 13D/A

Page 7 of 11 Pages

     Item 4. Purpose of Transaction.
     Item 5. Interest in Securities of the Issuer.
     Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     Item 7. Material to be filed as Exhibits.
SIGNATURE

Page 8 of 11 Pages

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 5, the Schedule 13D filed on March 18, 2009 (the “Original Schedule 13D”), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (“Amendment No. 2”), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”) and on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (“Amendment No. 4 ” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No.3, the “Schedule 13D”), and relates to common shares, no par value per share (the “Common Shares”), of Lions Gate Entertainment Corp. (the “Issuer”). The securities reported herein were previously reported on Schedu le 13G, filed on August 19, 2005, as amended on January 26, 2006, June 22, 2007, February 14, 2008, September 22, 2008 and March 9, 2009. Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 4.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

In connection with a hearing on July 28, 2010 before the British Columbia Securities Commission (the “BCSC”) regarding the application by Icahn Partners LP and certain other affiliated parties (the “Icahn Group”) for a temporary order requiring Institutional Partners III, Fund Management and Dr. Rachesky (together with their affiliated funds, “MHR”) to cease trading in any securities of the Issuer, MHR offered to undertake to not trade the 16,236,305 Common Shares that it acquired upon the conversion of the 2026 Notes and 2027 Notes on July 20, 2010, pending the BCSC’s disposition of the application for a permanent cease trade order. MHR’s undertaking was offered on the basis that there would be an expedited resolution of the issues between the parties. The BCSC made an oral ruling at the hearing to dismiss the Icahn Group’s application.

The preceding description of MHR’s written response to the Icahn Group’s application is qualified in its entirety by reference to a copy of such response that MHR submitted to the BCSC, which is filed as Exhibit 1 to this Statement and is incorporated into this Item 4 by reference.

Item 5. Interest in Securities of the Issuer.

The percentages set forth below are calculated based on information contained in the Issuer’s Form 10-K/A for the fiscal year ended March 31, 2010, which disclosed that there were 136,244,246 Common Shares outstanding as of July 23, 2010.

(a) (i) Master Account may be deemed to be the beneficial owner of 2,370,023 Common Shares held for its own account (approximately 1.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 316,650 Common Shares held for its own account (approximately 0.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(iii) Advisors may be deemed to be the beneficial owner of 2,686,673 Common Shares (approximately 2.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,370,023 Common Shares held for the account of Master Account and (B) 316,650 Common Shares held for the account of Capital Partners (100).

(iv) Institutional Partners II may be deemed to be the beneficial owner of 2,352,223 Common Shares held for its own account (approximately 1.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(v) Institutional Partners IIA may be deemed to be the beneficial owner of 5,925,953 Common Shares held for its own account (approximately 4.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(vi) Institutional Advisors II may be deemed to be the beneficial owner of 8,278,176 Common Shares (approximately 6.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,352,223 Common Shares held for the account of Institutional Partners II and (B) 5,925,953 Common Shares held for the account of Institutional Partners IIA.

Page 9 of 11 Pages

(vii) Institutional Partners III may be deemed to be the beneficial owner of 28,436,734 Common Shares held for its own account (approximately 20.9% of the total number Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(viii) Institutional Advisors III may be deemed to be the beneficial owner of 28,436,734 Common Shares (approximately 20.9% of the total number Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 28,436,734 Common Shares held for the account of Institutional Partners III.

(ix) Fund Management may be deemed to be the beneficial owner of 39,401,583 Common Shares (approximately 28.9% of the total number of shares of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

(x) Dr. Rachesky may be deemed to be the beneficial owner of 39,419,126 Common Shares (approximately 28.9% of the total number of shares of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of Advisors, Institutional Advisors II, Institutional Advisors III and Fund Management, (b) 12,500 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal installments on September 15, 2010, September 15, 2011 and September 15, 2012 and (c) 5,043 shares held directly.

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.

(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.

(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.

(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 28,436,734 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 28,436,734 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.

(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 28,436,734 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above and (y) the sole power to direct the voting of 28,436,734 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(ix) Fund Management may be deemed to have (x) the sole power to direct the disposition of 39,401,583 Common Shares which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 39,401,583 Common Shares which may be deemed to be beneficially owned by Fund Management as described above.

Page 10 of 11 Pages

(x) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 39,419,126 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 39,419,126 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.

(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.

(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 above and in Exhibit 1 to this Statement are incorporated into this Item 6 by reference.

Item 7. Material to be filed as Exhibits.


Exhibit No.		Description
1		Written response to the British Columbia Securities Commission, dated July 27, 2010

Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.


Date: July 30, 2010	MHR INSTITUTIONAL ADVISORS II LLC

	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President

	MHR INSTITUTIONAL PARTNERS III LP

	By:	MHR Institutional Advisors III LLC, its General Partner

	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President

	MHR INSTITUTIONAL ADVISORS III LLC

	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President

	MHR FUND MANAGEMENT LLC

	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Managing Principal

	MARK H. RACHESKY, M.D.

	By:	/s/ Hal Goldstein, Attorney in Fact

EX-1 2 exh_1.htm WRITTEN RESPONSE TO THE BRITISH COLUMBIA SECURITIES COMMISSION TELEPHONE:

Exhibit 1

TELEPHONE: 604-662-8840

FACSIMILE: 604-684-1598

NATHANSON, SCHACHTER & THOMPSON LLP

BARRISTERS AND SOLICITORS

IRWIN G. NATHANSON, Q.C.*
STEPHEN R. SCHACHTER, Q.C.*
MURRAY A. CLEMENS, Q.C.*
ARDELLA A. THOMPSON
GEOFFREY B. GOMERY
KEVIN D. LOO
JULIA E. LAWN
JAMES C. MACINNIS

ROBERT D. DIEBOLT, Q.C.* – Associate Counsel

750 - 900 HOWE STREET
VANCOUVER, B.C. V6Z 2M4
www.nst.bc.ca

File:

11700-1

Reply to:

Stephen R. Schachter, Q.C.

Email:

sschachter@nst.bc.ca

July 27, 2010

VIA FACSIMILE: 604-899-6506

British Columbia Securities Commission
PO Box 10142, Pacific Centre
701 West Georgia Street, 12th Floor
Vancouver, BC V7Y 1L2

Attention:

Ms. Ann Gander, Secretary
of the Commission and
Brent W. Aitken, Vice Chair

Dear Commission Secretary/Vice Chair Aitken:

Re:

Icahn Group and Lions Gate Entertainment Corp.

We are the solicitors for MHR Institutional Partners III LP ("Institutional Partners III"), MHR Fund Management LLC ("MHR Fund Management") and Dr. Mark H. Rachesky ("Rachesky") and together with Institutional Partners III, MHR Fund Management and their affiliated funds (the "MHR Parties"). We are in receipt of the July 22, 2010 letters of Mark Gelowitz on behalf of Icahn Partners LP and certain other affiliated parties (the "Icahn Group") to the Executive Director of the Commission and to the Commission Secretary (the “Application”) requesting, inter alia, that the Commission issue a temporary order requiring that the MHR Parties cease trading in any securities of Lions Gate Entertainment Corporation ("Lions Gate") for a period of fifteen (15) days after the date the temporary order is made. We are also in receipt of a copy of the Vice Chair Aitken's July 23, 2010 response to Mr. Gelowitz indicating that the Commission has set aside the afternoon of Wednesday, July 28, 2010 to hold a hearing to consider the Icahn Group's request.

The MHR Parties unequivocally deny the allegations raised in Mr. Gelowitz's July 22nd letters and plan to fully contest the Icahn Group's request for a permanent order under subsection 161(1) of the Securities Act (British Columbia) in due course. In the interim, the relief requested by the Icahn Group against the MHR Parties is entirely unnecessary as the MHR Parties, in the interests of cooperation, are willing to and hereby do undertake, pending the Commission's disposition of the application for a permanent cease trade order, to cease trading in the 16,236,305 Lions Gate common shares (the "Shares") that were acquired by Institutional Partners III on July 20, 2010 upon conversion of certain convertible senior subordinated notes of Lions Gate. This undertaking is offered on the basis that there would be an expedited resolution of the issues between the parties.

* DENOTES LAW CORPORATION

NATHANSON, SCHACHTER & THOMPSON LLP

BARRISTERS AND SOLICITORS

Page 2

It is our view that such an undertaking fully addresses the concerns raised by Mr. Gelowitz that a disposal by the MHR Parties of all or part of the Shares would preclude the Commission's ability to grant a remedy. Accordingly, we believe there is no necessity for the emergency relief sought by the Icahn Group and therefore propose that the time set aside on Wednesday be used for a discussion among the parties regarding the process and schedule for adjudicating the relevant issues.

Please do not hesitate to contact the undersigned if you have any questions.

Yours truly,

Nathanson, Schachter & Thompson LLP

Per: /s/ Stephen R. Schachter, Q.C.

SRS:clj

cc:

Robert S. Anderson, Farris, Vaughan, Wills & Murphy LLP
Mark Gelowitz, Osler, Hoskin & Harcourt LLP
James Doris, Davies Ward Phillips & Vineberg LLP
Doron Lipshitz, O'Melveny & Myers LLP
Charles Bachman, O’Melveny & Myers LLP
Hal Goldstein, MHR Fund Management LLC

-----END PRIVACY-ENHANCED MESSAGE-----

CUSIP No.		535919203	13D	Page 2 of 11 Pages


1	NAMES OF REPORTING PERSONS

	MHR INSTITUTIONAL ADVISORS II LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			8,278,176

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,278,176

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,278,176

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.		535919203	13D	Page 3 of 11 Pages


1	NAMES OF REPORTING PERSONS

	MHR INSTITUTIONAL PARTNERS III LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			28,436,734

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			28,436,734

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	28,436,734

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	20.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No.		535919203	13D	Page 4 of 11 Pages

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