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^*

Goldsmith Brian

(Last)

(First)

(Middle)

LIONS GATE ENTERTAINMENT CORP.

2700 COLORADO AVENUE

(Street)

SANTA MONICA

90292

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIONS GATE ENTERTAINMENT CORP /CN/ [ LGF.B ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2022

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)
Class A Common Shares								83,012	D
Class B Common Shares	07/27/2022		A		24,326⁽¹⁾	A	$0	656,907⁽²⁾	D
Class B Common Shares	07/27/2022		F		12,061⁽³⁾	D	$8.78	644,846⁽²⁾	D
Class B Common Shares	07/27/2022		A		39,927⁽¹⁾	A	$0	684,773⁽²⁾	D
Class B Common Shares	07/27/2022		F		19,796⁽⁴⁾	D	$8.78	664,977⁽²⁾	D
Class B Common Shares	07/27/2022		A		79,365⁽¹⁾	A	$0	744,342⁽²⁾	D
Class B Common Shares	07/27/2022		F		39,349⁽⁵⁾	D	$8.78	704,993⁽²⁾	D
Class B Common Shares	07/27/2022		A		169,419⁽⁶⁾	A	$0	874,412⁽⁷⁾	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)
Non-qualified stock options (right to buy)	$11.99	07/27/2022		A		67,422⁽⁸⁾		07/27/2022	07/01/2029	Class B Common Shares	67,422	$0	67,422	D

Explanation of Responses:

1. Represent Class B common shares issued upon vesting of restricted share performance units granted pursuant to the terms of an employment agreement with the reporting person.

2. Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 79,365 restricted share units that are scheduled to vest on July 23, 2023; (ii) 79,854 restricted share units that are scheduled to vest in two equal annual installments beginning July 19, 2023; and (iii) 93,946 restricted share units that are scheduled to vest on June 1, 2023.

3. Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 24,326 Class B restricted share performance units. The grant of the units is reported herein and, pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan and the Issuer's policies, 12,061 Class B shares were automatically canceled to cover certain of the reporting person's tax obligations.

4. Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 39,927 Class B restricted share performance units. The grant of the units is reported herein and, pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan and the Issuer's policies, 19,796 Class B shares were automatically canceled to cover certain of the reporting person's tax obligations.

5. Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 79,365 Class B restricted share performance units. The grant of the units is reported herein and, pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan and the Issuer's policies, 39,349 Class B shares were automatically canceled to cover certain of the reporting person's tax obligations.

6. Represents restricted share units granted by the Issuer pursuant to the terms of an employment agreement with the reporting person.

7. Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 79,365 restricted share units that are scheduled to vest on July 23, 2023; (ii) 79,854 restricted share units that are scheduled to vest in two equal annual installments beginning July 19, 2023; (iii) 93,946 restricted share units that are scheduled to vest on June 1, 2023; and (iii) 169,419 restricted share units that are scheduled to vest in three equal annual installments beginning July 27, 2023.

8. Represents vesting of performance options as to Class B common shares granted pursuant to the terms of an employment agreement with the reporting person.

Remarks:

	Brian Goldsmith (By Adrian Kuzycz by Power of Attorney)	07/29/2022
	** 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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