SEC FORM 4

SEC Form 4

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

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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^*

MALONE JOHN C

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Starz [ STRZA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015

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)
Series A Common Stock	02/10/2015		S		1,561,538⁽¹⁾	D	⁽²⁾	0	I	Malone Starz 2015 Charitable Remainder Unitrust
Series B Common Stock⁽³⁾	02/10/2015		S		490,597	D	⁽⁴⁾	0	I	John C. Malone June 2003 Charitable Remainder Unitrust
Series B Common Stock⁽³⁾	02/10/2015		S		2,100,000⁽⁵⁾	D	⁽⁶⁾	0	I	Malone Starz 2015 Charitable Remainder Unitrust
Series A Common Stock								101,778	I	By Spouse⁽⁷⁾
Series B Common Stock⁽³⁾								5,832,020	D
Series B Common Stock⁽³⁾								230,564	I	By Spouse⁽⁷⁾

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)

Explanation of Responses:

1. Includes 1,561,294 shares previously reported as directly held by the reporting person and 244 shares previously held by the reporting person in a 401(k) Savings Plan.

2. Pursuant to a Stock Exchange Agreement, dated as of February 10, 2015, by and among Lions Gate Entertainment Corp. ("LGF"), a wholly owned subsidiary of LGF, and certain affiliates of the reporting person (the "Exchange Agreement"), at the closing of the transactions contemplated by the Exchange Agreement (the "Closing"), an affiliate of the reporting person will transfer 1,561,538 shares of the Issuer's Series A Common Stock (subject to adjustment in certain circumstances) to LGF in exchange for 1,561,538 shares of LGF common stock. Based upon the closing price of a share of common stock of LGF on the New York Stock Exchange on the transaction date, the sale price per share of Series A Common Stock of the Issuer would be $29.69. The Closing is subject to the satisfaction of certain conditions and will occur following the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

3. Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.

4. Pursuant to the Exchange Agreement, at the Closing, an affiliate of the reporting person will transfer 490,597 shares of the Issuer's Series B Common Stock (subject to adjustment in certain circumstances) to LGF in exchange for 539,657 shares of LGF common stock. Based upon the closing price of a share of common stock of LGF on the New York Stock Exchange on the transaction date, the sale price per share of Series B Common Stock of the Issuer would be $32.659. The Closing is subject to the satisfaction of certain conditions and will occur following the expiration or termination of the applicable waiting period under the HSR Act.

5. Includes 2,100,000 shares previously reported as directly held by the reporting person.

6. Pursuant to the Exchange Agreement, at the Closing, an affiliate of the reporting person will transfer 2,100,000 shares of the Issuer's Series B Common Stock (subject to adjustment in certain circumstances) to LGF in exchange for 2,310,000 shares of LGF common stock. Based upon the closing price of a share of common stock of LGF on the New York Stock Exchange on the transaction date, the sale price per share of Series B Common Stock of the Issuer would be $32.659. The Closing is subject to the satisfaction of certain conditions and will occur following the expiration or termination of the applicable waiting period under the HSR Act.

7. The reporting person disclaims beneficial ownership of these shares owned by his spouse.

	/s/ Timothy Sweeney as attorney-in-fact for John C. Malone	02/12/2015
	** 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).
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