SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 16

to

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LIONS GATE ENTERTAINMENT CORP.

(Name of Subject Company (Issuer))

Icahn Partners LP

Icahn Partners Master Fund LP

Icahn Partners Master Fund II LP

Icahn Partners Master Fund III LP

Icahn Fund S.à r.l.

Daazi Holding B.V.

High River Limited Partnership

Hopper Investments LLC

Barberry Corp.

Icahn Onshore LP

Icahn Offshore LP

Icahn Capital LP

IPH GP LLC

Icahn Enterprises Holdings L.P.

Icahn Enterprises G.P. Inc.

Beckton Corp.

7508921 Canada Inc.

Carl C. Icahn

Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust

(Names of Filing Persons (Offerors))

Common Shares, no par value per share

(Title of Class of Securities)

535919203

(CUSIP Number of Class of Securities)

Keith L. Schaitkin, Esq.

Associate General Counsel

Icahn Associates Corp. and Affiliated Companies

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4329

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on behalf of Filing Persons)

Copies to:

Donald C. Ross, Esq. Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario M5X 1B8 (416) 362-2111 Jason J. Comerford, Esq. Osler, Hoskin & Harcourt LLP 620 8th Avenue, 36th Floor New York, New York 10036 (212) 867-5800

CALCULATION OF FILING FEE

Transaction Valuation:	Amount of Filing Fee:
$718,992,197(1)	$51,264.14(2)

(1) Estimated solely for the purpose of calculating the fee in accordance with the Rule 0-11 of the Securities Exchange Act of 1934.

(2) The amount of the fee is based upon the product of 124,690,360 Lions Gate common shares issued and outstanding (which includes Lions Gate common shares underlying currently outstanding stock options and restricted share units of Lions Gate) as reported by Lions Gate in its public filings with the Securities and Exchange Commission (less the 21,977,189 Lions Gate common shares held by the Offeror) at a price of US$7.00 per share.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:	$51,264.14	Filing Party:	Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Fund S.à r.l., Daazi Holding B.V., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., 7508921 Canada Inc., Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust
Form or registration no.:	Schedule TO-T and Amendment No. 1 and Amendment No. 4 thereto	Date Filed:	March 1, 2010, March 19, 2010 and April 16, 2010, respectively

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

COMBINED SCHEDULE TO

AND

AMENDMENT NO. 31 TO SCHEDULE 13D

This Amendment No. 16 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on March 1, 2010, as previously amended and supplemented by Amendment No. 1 thereto filed on March 19, 2010, Amendment No. 2 thereto filed on March 24, 2010, Amendment No. 3 thereto filed on April 8, 2010, Amendment No. 4 thereto filed on April 16, 2010, Amendment No. 5 thereto filed on April 19, 2010, Amendment No. 6 thereto filed on April 23, 2010, Amendment No. 7 thereto filed on April 26, 2010, Amendment No. 8 thereto filed on April 28, 2010, Amendment No. 9 thereto filed on April 30, 2010, Amendment No. 10 thereto filed on May 3, 2010, Amendment No. 11 thereto filed on May 10, 2010, Amendment No. 12 thereto filed on May 12, 2010, Amendment No. 13 thereto filed on May 21, 2010, Amendment No. 14 thereto filed on June 1, 2010 and Amendment No. 15 thereto filed on June 9, 2010, on behalf of Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Fund S.à r.l., a limited liability company governed by the laws of Luxembourg, Daazi Holding B.V., a limited liability company governed by the laws of The Netherlands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, 7508921 Canada Inc., a corporation governed by the laws of Canada, Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, relating to the offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, High River Limited Partnership, Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust (the “Offeror”), to purchase up to all of the issued and outstanding common shares (the “Shares”) of Lions Gate Entertainment Corp. (“Lions Gate”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular, dated March 1, 2010, as amended and supplemented from time to time (the “Offer and Circular”), and in the related Letter of Acceptance and Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery (which, together with this Amendment and any other amendments or supplements thereto, constitute the “Offer”). The information set forth in the Offer and Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery is incorporated by reference with respect to Items 1 through 11 of this Schedule TO. The Offer is only to purchase the Shares and is not made for any options, warrants or other rights to acquire Shares.

As permitted by General Instruction G to Schedule TO, this Amendment No. 16 to Schedule TO is also an amendment to the joint statement on Schedule 13D filed on October 20, 2008 by the Offeror (other than Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust).

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     4,421,515
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     4,421,515
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,421,515
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.77%
14	TYPE OF REPORTING PERSON     PN

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     4,421,515
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     4,421,515
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,421,515
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.77%
14	TYPE OF REPORTING PERSON     OO

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     4,421,515
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     4,421,515
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,421,515
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.77%
14	TYPE OF REPORTING PERSON     CO

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     7,359,605
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     7,359,605
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     7,359,605
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.28%
14	TYPE OF REPORTING PERSON     PN

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     2,749,372
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     2,749,372
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,749,372
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     2.35%
14	TYPE OF REPORTING PERSON     PN

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     1,040,848
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     1,040,848
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,040,848
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0.89%
14	TYPE OF REPORTING PERSON     PN

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     11,149,825
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     11,149,825
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     11,149,825
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.52%
14	TYPE OF REPORTING PERSON     PN

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     6,536,231
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     6,536,231
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,536,231
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.58%
14	TYPE OF REPORTING PERSON     PN

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     6,536,231
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     6,536,231
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,536,231
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.58%
14	TYPE OF REPORTING PERSON     PN

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     17,686,056
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     17,686,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     17,686,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     15.10%
14	TYPE OF REPORTING PERSON     PN

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     17,686,056
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     17,686,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     17,686,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     15.10%
14	TYPE OF REPORTING PERSON     OO

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     17,686,056
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     17,686,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     17,686,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     15.10%
14	TYPE OF REPORTING PERSON     PN

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     17,686,056
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     17,686,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     17,686,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     15.10%
14	TYPE OF REPORTING PERSON     CO

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     17,686,056
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     17,686,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     17,686,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     15.10%
14	TYPE OF REPORTING PERSON     CO

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     22,107,571
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     22,107,571
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     22,107,571
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     18.87%
14	TYPE OF REPORTING PERSON     IN

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

Exhibit	Description
(a)(5)(xviii)	Press release dated June 11, 2010 (filed herewith)

Item 13. Information Required by Schedule 13E-3

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ICAHN PARTNERS LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND II LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND III LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN FUND S.À R.L.
By:	/S/    KEITH COZZA
Name:	Keith Cozza
Title:	Chief Executive Officer

DAAZI HOLDING B.V.
By:	/S/    KEITH COZZA
Name:	Keith Cozza
Title:	Chief Executive Officer

HIGH RIVER LIMITED PARTNERSHIP
BY:	Hopper Investments LLC, its general partner
BY:	Barberry Corp., its sole member
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

HOPPER INVESTMENTS LLC
BY:	Barberry Corp., its 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 ONSHORE LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN OFFSHORE LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN CAPITAL LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

IPH GP LLC
By:	/S/    EDWARD MATTNER
Name:	Edward 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 MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

7508921 CANADA INC.
By:	/S/    KEITH COZZA
Name:	Keith Cozza
Title:	Chief Executive Officer

	/S/    CARL C. ICAHN
Name:	Carl C. Icahn

	/S/    RONALD G. ATKEY
Name:	Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust

Date: June 11, 2010

EXHIBIT INDEX

Exhibit	Description
(a)(1)(i)	Offer to Purchase and Circular dated March 1, 2010 (previously filed)
(a)(1)(ii)	Letter of Acceptance and Transmittal (previously filed)
(a)(1)(iii)	Notice of Guaranteed Delivery (previously filed)
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed)
(a)(1)(v)	Letter to Clients (previously filed)
(a)(1)(vi)	Notice of Variation and Extension dated March 19, 2010 (previously filed)
(a)(1)(vii)	Notice of Variation and Change in Information dated April 16, 2010 (previously filed)
(a)(1)(viii)	Notice of Extension and Change in Information dated April 30, 2010 (previously filed)
(a)(1)(ix)	Notice of Extension and Change in Information dated May 10, 2010 (previously filed)
(a)(1)(x)	Notice of Extension and Change in Information dated May 21, 2010 (previously filed)
(a)(1)(xi)	Notice of Variation and Extension dated June 1, 2010 (previously filed)
(a)(5)(i)	Summary Advertisement of the Offerors dated March 1, 2010 (previously filed)
(a)(5)(ii)	Press release dated March 19, 2010 (previously filed)
(a)(5)(iii)	Press release dated March 24, 2010 regarding letter to CEO of Lions Gate (previously filed)
(a)(5)(iv)	Press release dated March 24, 2010 regarding receipt of Advance Ruling Certificate (previously filed)
(a)(5)(v)	Preliminary Dissident Proxy Circular (previously filed)
(a)(5)(vi)	Press release dated April 15, 2010 (previously filed)
(a)(5)(vii)	Amendment No. 1 to Preliminary Dissident Proxy Circular (previously filed)
(a)(5)(viii)	Press release dated April 23, 2010 (previously filed)
(a)(5)(ix)	Press release dated April 26, 2010 (previously filed)
(a)(5)(x)	Press release dated April 27, 2010 (previously filed)
(a)(5)(xi)	Press release dated April 30, 2010 (previously filed)
(a)(5)(xii)	Press release dated May 3, 2010 (previously filed)
(a)(5)(xiii)	Press release dated May 10, 2010 (previously filed)
(a)(5)(xiv)	Press release dated May 12, 2010 (previously filed)
(a)(5)(xv)	Press release dated May 21, 2010 (previously filed)
(a)(5)(xvi)	Press release dated June 1, 2010 (previously filed)
(a)(5)(xvii)	Press release dated June 9, 2010 (previously filed)
(a)(5)(xviii)	Press release dated June 11, 2010 (filed herewith)
(h)(1)(i)	Opinion of Osler, Hoskin & Harcourt LLP regarding Material Canadian Federal Income Tax Considerations dated March 1, 2010 (previously filed)
(h)(1)(ii)	Opinion of Osler, Hoskin & Harcourt LLP regarding Material U.S. Federal Income Tax Considerations dated March 1, 2010 (previously filed)
(h)(1)(iii)	Opinion of Osler, Hoskin & Harcourt LLP regarding Material Canadian Federal Income Tax Considerations dated March 19, 2010 (previously filed)
(h)(1)(iv)	Opinion of Osler, Hoskin & Harcourt LLP regarding Material U.S. Federal Income Tax Considerations dated March 19, 2010 (previously filed)

EX-99. (A)(5)(XVIII)

Exhibit (a)(5)(viii)

FOR IMMEDIATE RELEASE

ICAHN ISSUES OPEN LETTER TO LIONS GATE BOARD OF DIRECTORS

New York, New York, June 11, 2010

Contact: Susan Gordon (212) 702-4309

Carl C. Icahn today issued the following open letter to the board of directors of Lions Gate Entertainment Corp.:

CARL C. ICAHN

767 Fifth Avenue, 47^th Floor

New York, New York 10153

June 11, 2010

Lions Gate Entertainment Corp.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

Attention: Board of Directors

Dear Members of the Board:

As you know, the offer by my affiliates to purchase any and all of Lions Gate’s outstanding common shares for $7.00 in cash per share is expected to close next Wednesday, June 16^th. As I have previously announced, we will not be extending the offer again. I am writing to express my grave concern as a shareholder – and, I believe, as a soon to be much larger shareholder – over your apparent ambivalence regarding Lions Gate’s fate. I am truly mystified by some of your actions – and your inaction – in the face of the abject failure of the current management team to deliver value to shareholders, and I fear for the future of our company.

As you have noted several times in communications to shareholders (which I believe were designed to frighten them into not tendering their shares into our offer), our purchase of only a small number of shares at the conclusion of the offer would constitute an “event of default” under Lions Gate’s credit facilities, which in turn could trigger “cross-defaults” with respect to over $472 million of bond indebtedness. In fact, our purchase of even the 3.7% of outstanding shares that were tendered into the offer and not withdrawn as of our last announcement would already be enough to trigger this domino effect which, unless your lenders were to waive these defaults, could lead to the ultimate implosion of the company. What I find to be the most egregious part of this problem is the fact that it was created entirely by you – had the board not agreed to these controversial “poison put” provisions in the first place, shareholders would not be in the dire situation in which we now find ourselves.

As you have also noted, there can be no assurance that your lenders will waive such defaults and they have thusfar been unwilling to commit to do so. If these defaults were to be triggered and you are unable to obtain the necessary waivers or an alternative source of financing (a huge uncertainty, given the current state of the debt markets), Lions Gate’s assets may not be

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sufficient to repay this debt in full. Under such circumstances, Lions Gate may find it necessary to pursue a voluntary bankruptcy filing. In addition, under certain circumstances, lenders, bondholders or other creditors may file an involuntary petition for bankruptcy against Lions Gate. As one of the largest – and, I believe, soon to be the largest – shareholder of Lions Gate, I am extremely concerned about this possible eventuality and I would imagine that other shareholders are similarly afraid of having their equity wiped out. That being the case, I find it amazing – and a frightening dereliction of your fiduciary duties – that you have ignored our offers, made publicly on several occasions, to discuss with the board the terms of a possible bridge facility that we would be prepared to provide – without a commitment fee – as a preemptive measure in order to permit Lions Gate to refinance its debt in the event of any such defaults.

Even if your lenders were willing to waive any defaults or to amend the offensive provisions of your credit agreements (thus averting the “cross-default” scenario), there is still the real possibility that our purchase of shares in the offer could result in events of default under the company’s bond indentures, under which there is currently outstanding over $472 million of debt. Those agreements permit bondholders to require Lions Gate to repurchase their bonds at par – and in certain circumstances also to pay a “make whole premium” – in the event of a “change in control” (which is defined to include any person or group becoming the owner of more than 50% of Lions Gate’s outstanding shares). Again, the sting of this landmine buried in the company’s indentures is exacerbated by the knowledge that the board had it fully within its power to avoid this problem entirely – by not agreeing to these egregious provisions in the first instance.

Although we suspect that you will continue burying your heads in the sand with respect to this impending disaster, we advise you again that we stand ready to begin discussions with you immediately regarding the terms of a bridge facility. We expect that such bridge facility would be required to be repaid through a combination of new debt and the proceeds of the sale of Lions Gate equity through a rights offering in which all Lions Gate shareholders would be invited to participate, thus de-levering the company. As we have stated before, we would be willing to backstop any such rights offering. Rest assured that if our shares are devalued as a result of your inattention to this matter, we will seek to hold you personally responsible to the maximum extent permitted under applicable law.

I have given this matter a great deal of thought and I must confess that I remain confused as to why you refuse to deal with the ticking time bomb sitting in your debt documents. Is it possibly because you refuse to believe that the number of shares tendered in our offer will be large enough to cause a default? It seems to me that you refused to believe the British Columbia Securities Commission would strike down your poison pill, but you were wrong. It seems also that you refused to believe our acquisition of control of Lions Gate would be found by the Canadian government to be of net benefit to Canada, but you were wrong again. You have made much in your public disclosures of the fact that only under 4% of the outstanding shares have been tendered to us thusfar. As you are well aware, however, the final major condition to our offer – receipt of approval of our offer by the Minister of Canadian Heritage under the Investment Canada Act – was only recently satisfied. In addition, as you are also well aware, the bulk of shares are typically not tendered until the last day or two of an offer. These facts, combined with the fact that our offer expires on June 16^th and there will be no further extensions, leads us to believe that a substantial number of shares will be tendered to us. Consistent with this view, we note the statement yesterday by Mark Cuban, the holder of 5.4% of Lions Gate’s outstanding shares, that he thinks he will tender his shares into our offer.

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We also continue to be concerned that the board may engage in an inappropriate defensive acquisition or other transaction in an attempt either to thwart our offer or to dilute our position following the expiration of the offer. We will not sit idly by if you attempt to employ inappropriate defensive tactics. Given recent history, we are observing your actions with a microscope and will continue to do so. We will challenge any proposed transaction that we perceive to be abusive of shareholder rights or otherwise disadvantageous to Lions Gate, and will seek to hold the directors personally liable for any breach of your fiduciary duties or actions which oppress Lions Gate shareholders or serve simply to entrench yourselves. In addition, we will not hesitate to enforce our rights against any third party that attempts to tortiously interfere with our offer by entering into an inappropriate defensive transaction with Lions Gate. We believe that in these circumstances any transaction effected outside of the ordinary course of business should not be unilaterally decreed by the board but rather should be put to a vote of ALL shareholders.

Lions Gate’s statements on June 4th in response to our tender offer were completely disingenuous and convinced me further that the board has become dangerously detached from reality. In recommending that shareholders reject our offer, you stated that Lions Gate “continues to successfully execute its business strategy,” implying that the company is on the right road to profitability. However, it seems to me more like Lions Gate is racing down the wrong road at breakneck speed towards a precipice. On February 4, 2010 (the last trading day prior to the first date in 2010 that we resumed purchasing Lions Gate common shares), the closing price of the company’s shares was $4.85 – this represents a decline of over 50% from where Lions Gate’s shares were trading five years ago. And how has the board held this management team accountable for presiding over a period during which the company’s share price has been cut in half? By lavishing them with exorbitant salaries, bonuses, options, perquisites and golden parachutes! By my estimation, top management was rewarded during this period of decline with total compensation valued at well over $50 million. As if that were not enough, the board also recently saw fit to further protect management by placing $16 million in a trust to fund severance obligations that would purportedly be due to them should their employment be terminated in connection with a change in control. What are your plans to protect the value of the shareholders’ equity in the event that the company is forced into bankruptcy as a result of the debt defaults discussed above?

In addition, the anecdotal evidence regarding the overspending in Lions Gate’s corporate suite is the stuff of legend. A cursory review of recent press reports yields many references to management’s lavish new offices, their huge salaries and more than a few mentions of the Bentley driven by CEO, Jon Feltheimer. Sadly, however, one is hard pressed to find the stories detailing how management is committed to increasing earnings per share by attempting to boost revenues and cut costs. Reported “general and administrative” expenses (which includes salary and overhead) increased from under $70 million for the fiscal year ended March 31, 2006 to over $180 in 2010. As a shareholder, I’m forced to ask how much longer this board of directors will allow the party in the management suite to continue. How long can management continue to claim “record performance” while cash flow remains anemic and the stock price remains in decline? Since the board is clearly unwilling to tell the Emperor he wears no clothes, it is left up to the shareholders to take action. We therefore intend to conduct a proxy solicitation to seek to

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replace the board with our nominees at the upcoming annual general meeting of shareholders. We are hopeful that a newly elected board will act expeditiously to replace management and hold the new team accountable for performance moving forward.

Sincerely yours,

CARL C. ICAHN

The Icahn Group’s offer to purchase any and all of Lions Gate’s outstanding common shares for $7.00 in cash per share will expire at 8:00 p.m. (New York time) on June 16, 2010. At that time, provided that all remaining conditions to the offer are satisfied, the Icahn Group will promptly take up and pay for all shares that have been tendered. There will not be another extension of the offer, nor will the price be changed. However, there will be a subsequent offering period commencing on June 17, 2010 and ending on June 30, 2010 in order to permit additional tenders. The price paid to shareholders tendering during the subsequent offering period will be the same as that in the offer. Shareholders with questions about the tender offer may call D.F. King & Co., Inc., the Information Agent, toll-free at 800-859-8511 (banks and brokers call 212-269-5550).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED ABOVE. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 1, 2010, AS AMENDED, THAT THE ICAHN GROUP DISTRIBUTED TO HOLDERS OF COMMON SHARES AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AS EXHIBITS TO ITS AMENDED SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND ALL AMENDMENTS THERETO BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. HOLDERS OF COMMON SHARES MAY OBTAIN A FREE COPY OF THE AMENDED SCHEDULE TO, THE OFFER TO PURCHASE, THE AMENDMENTS THERETO AND OTHER DOCUMENTS THAT THE ICAHN GROUP WILL BE FILING (1) WITH THE SEC AT THE SEC’S WEB SITE AT WWW.SEC.GOV AND (2) WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR AT WWW.SEDAR.COM.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. (“LIONS GATE”) FOR USE AT ITS ANNUAL GENERAL MEETING, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN

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IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV AND ON SEDAR AT WWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE AMENDED SCHEDULES TO FILED WITH THE SEC AND ON SEDAR ON MARCH 19, 2010 AND APRIL 16, 2010.