-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNpzdYK/stlWsqhtyoIF/+FCXFlZ74EmS0CKoIGkgOriTfziCJr5kd2jo6YQnuEO h3b3ifblw+pLe0+MZsVuIw== 0000928475-09-000307.txt : 20090605 0000928475-09-000307.hdr.sgml : 20090605 20090605165347 ACCESSION NUMBER: 0000928475-09-000307 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIONS GATE ENTERTAINMENT CORP /CN/ CENTRAL INDEX KEY: 0000929351 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55587 FILM NUMBER: 09877678 BUSINESS ADDRESS: STREET 1: 555 BROOKSBANK AVENUE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7J3S5 BUSINESS PHONE: 604-983-5555 MAIL ADDRESS: STREET 1: 555 BROOKSBANK AVENUE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7J 3S5 FORMER COMPANY: FORMER CONFORMED NAME: BERINGER GOLD CORP DATE OF NAME CHANGE: 19970618 FORMER COMPANY: FORMER CONFORMED NAME: GUYANA GOLD CORP DATE OF NAME CHANGE: 19960212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd11060509.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Lions Gate Entertainment Corp. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 535919203 (CUSIP Number) Keith Schaitkin, Esq. Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2009 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON High River Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 3,646,743 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 3,646,743 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,646,743 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.11% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Hopper Investments LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,646,743 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,646,743 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,646,743 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.11% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Barberry Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,646,743 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,646,743 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,646,743 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.11% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Partners Master Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 6,290,639 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 6,290,639 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,290,639 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Partners Master Fund II LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 2,271,334 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,271,334 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,271,334 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.94% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Partners Master Fund III LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 869,954 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 869,954 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 869,954 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.74% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Offshore LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 9,431,927 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 9,431,927 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,431,927 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.05% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Partners LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 5,155,042 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 5,155,042 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,155,042 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.40% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Onshore LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 5,155,042 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,155,042 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,155,042 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.40% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Capital LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,586,969 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 14,586,969 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,586,969 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.45% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON IPH GP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,586,969 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 14,586,969 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,586,969 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.45% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Enterprises Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,586,969 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 14,586,969 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,586,969 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.45% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,586,969 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 14,586,969 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,586,969 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.45% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Beckton Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,586,969 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 14,586,969 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,586,969 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.45% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 535919203 1 NAME OF REPORTING PERSON Carl C. Icahn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 18,233,712 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 18,233,712 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,233,712 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.56% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on October 20, 2008 (the "Initial 13D") by the Reporting Persons with respect to the shares of Common Stock, no par value (the "Shares"), issued by Lions Gate Entertainment Corp. (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Initial 13D is hereby amended and restated in its entirety as follows: The Reporting Persons may be deemed to beneficially own, in the aggregate, approximately 18,233,712 Shares (including approximately 130,382 Shares that may be deemed to be beneficially owned as a result of the ownership of $1,154,000 in aggregate principal amount of Lions Gate Entertainment Inc.'s 2.9375% Convertible Senior Subordinated Notes due 2024 (the "2024 Notes") and $429,000 in aggregate principal amount of Lions Gate Entertainment Inc.'s 3.625% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes" and together with the 2024 Notes, the "Notes")). (1) The aggregate purchase price of the Shares and Notes purchased by the Reporting Persons collectively was $122,155,783. The source of funding for the purchase of the Shares and Notes was the general working capital of the respective purchasers. (1) The indenture governing the 2024 Notes states that such notes are convertible, at the option of the holder, into 86.9565 Shares per $1,000 principal amount of 2024 Notes, which is equivalent to a conversion price of approximately $11.50 per Share, only if certain events specified in the indenture governing such Notes occur. The indenture governing the 2025 Notes states that such notes are convertible, at the option of the holder, into 70.0133 Shares per $1,000 principal amount of 2025 Notes, which is equivalent to a conversion price of approximately $14.28 per Share, at any time. Although (i) the conversion of the 2024 Notes is subject to the occurrence of events specified in the indenture governing such notes and (ii) the conversion prices of both series of Notes as stated in the applicable indentures are in excess of the current market value of the Shares, under the Rules set forth in Regulation 13D the Reporting Persons may be deemed to beneficially own approximately 130,382 Shares that may be acquired by the Reporting Persons upon conversion of the Notes held by the Reporting Persons. Item 5. Interest in Securities of the Issuer Item 5(a) of the Initial 13D is hereby amended and restated in its entirety as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, approximately 18,233,712 Shares (including approximately 130,382 Shares that may be deemed to be beneficially owned as a result of the ownership of $1,154,000 in aggregate principal amount of 2024 Notes and $429,000 in aggregate principal amount of 2025 Notes), representing approximately 15.56% of the Issuer's outstanding Shares (based upon the sum of (i) 117,032,091 Shares stated to be outstanding as of May 22, 2009 by the Issuer in the Issuer's Form 10-K filed with the Securities and Exchange Commission on June 1, 2009 for the fiscal year ended March 31, 2009 and (ii) approximately 130,382 Shares that may be deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act). (1) (1) See footnote 1 to Item 3 above. The first paragraph of Item 5(b) of the Initial 13D is hereby amended and restated in its entirety as follows: (b) High River may be deemed to have sole voting power and sole dispositive power with regard to 3,646,743 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Hopper, Barberry and Carl C. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Master may be deemed to have sole voting power and sole dispositive power with regard to 6,290,639 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Master II may be deemed to have sole voting power and sole dispositive power with regard to 2,271,334 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Master III may be deemed to have sole voting power and sole dispositive power with regard to 869,954 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Partners may be deemed to have sole voting power and sole dispositive power with regard to 5,155,042 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Item 5(c) of the Initial 13D is hereby amended to add the following: The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices. Name of Date of No. of Shares Purchase Price Reporting Transaction Purchased Per Share(US$) Person High River May 1, 2009 (1) 8,685 (2) - ----------------------------------- --------------------- ---------------------- High River June 3, 2009 63,680 $5.3682 - ----------------------------------- --------------------- ---------------------- High River June 4, 2009 100,000 $5.4619 - ----------------------------------- --------------------- ---------------------- High River June 5, 2009 98,761 $5.4694 - ----------------------------------- --------------------- ---------------------- Icahn Partners May 1, 2009 (1) 12,382 (2) - ----------------------------------- --------------------- ---------------------- Icahn Partners June 3, 2009 145,770 $5.3682 - ----------------------------------- --------------------- ---------------------- Icahn Partners June 4, 2009 141,363 $5.4619 - ----------------------------------- --------------------- ---------------------- Icahn Partners June 5, 2009 139,614 $5.4694 - ----------------------------------- --------------------- ---------------------- Icahn Master May 1, 2009 (1) 14,911 (2) - ----------------------------------- --------------------- ---------------------- Icahn Master June 3, 2009 85,995 $5.3682 - ----------------------------------- --------------------- ---------------------- Icahn Master June 4, 2009 172,501 $5.4619 - ----------------------------------- --------------------- ---------------------- Icahn Master June 5, 2009 170,363 $5.4694 - ----------------------------------- --------------------- ---------------------- Icahn Master II May 1, 2009 (1) 5,382 (2) - ----------------------------------- --------------------- ---------------------- Icahn Master II June 3, 2009 20,476 $5.3682 - ----------------------------------- --------------------- ---------------------- Icahn Master II June 4, 2009 62,281 $5.4619 - ----------------------------------- --------------------- ---------------------- Icahn Master II June 5, 2009 61,509 $5.4694 - ----------------------------------- --------------------- ---------------------- Icahn Master III May 1, 2009 (1) 2,067 (2) - ----------------------------------- --------------------- ---------------------- Icahn Master III June 3, 2009 2,479 $5.3682 - ----------------------------------- --------------------- ---------------------- Icahn Master III June 4, 2009 23,855 $5.4619 - ----------------------------------- --------------------- ---------------------- Icahn Master III June 5, 2009 23,558 $5.4694 - ----------------------------------- --------------------- ---------------------- _________________________ (1) See footnote 1 to Item 3 above. (2) On May 1, 2009, the Reporting Persons' tender offer for Notes expired pursuant to its terms. A total of $154,000 in principal amount of 2024 Notes and $429,000 in principal amount of 2025 Notes were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Reporting Persons accepted for payment and paid for the tendered notes on May 4, 2009. The aggregate purchase price was $750 for each $1,000 of principal amount of 2024 Notes tendered and $730 for each $1,000 of principal amount of 2025 Notes tendered, in each case plus accrued but unpaid interest from the last interest payment date to, and including, the date of payment for the Notes by the Reporting Persons, or $115,738.75 in the aggregate for the 2024 Notes and $315,286.70 in the aggregate for the 2025 Notes. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 of the Initial 13D is hereby amended by adding the following: The information regarding the Notes set forth in Item 5(c) above is incorporated herein by reference. SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 5, 2009 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Edward Mattner ------------------ Name: Edward Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Edward Mattner ------------------ Name: Edward Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward Mattner ------------------ Name: Edward Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory IPH GP LLC By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page of Amendment No. 11 to Schedule 13D - Lions Gate Entertainment Corp.] -----END PRIVACY-ENHANCED MESSAGE-----