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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* RACHESKY MARK H MD (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIONS GATE ENTERTAINMENT CORP /CN/ [ LGF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/30/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								18,344	D(1)
Common Shares								8,333	D(2)
Common Shares								2,370,023	I	See Footnote(3)
Common Shares								316,650	I	See Footnote(4)
Common Shares								2,352,223	I	See Footnote(5)
Common Shares								5,925,953	I	See Footnote(6)
Common Shares	08/29/2011		P		11,040,493(7)	A	$7	40,297,050	I	See Footnote(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* RACHESKY MARK H MD (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Institutional Partners III LP (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Institutional Advisors III LLC (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR FUND MANAGEMENT LLC (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Director fees granted in common shares of the Issuer ("Common Shares").

2. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, that are scheduled to vest in two equal installments on September 15, 2011 and September 15, 2012.

3. These Common Shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors") is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the Common Shares held for the account of Master Account. MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), is an affiliate of, and has an investment management agreement with, Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the Common Shares held for the account of Master Account.

4. These Common Shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the Common Shares held for the account of Capital Partners (100). Fund Management is an affiliate of, and has an investment management agreement with, Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the Common Shares held for the account of Capital Partners (100).

5. These Common Shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the Common Shares held for the account of Institutional Partners II. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the Common Shares held for the account of Institutional Partners II.

6. These Common Shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the Common Shares held for the account of Institutional Partners IIA. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IIA.

7. On August 30, 2011, Dr. Rachesky, on behalf of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"), agreed to purchase 11,040,493 Common Shares at US$7.00 per Common Share for aggregate cash consideration of $77,283,451.00 from Carl C. Icahn. This transaction is scheduled to settle on September 2, 2011.

8. These Common Shares are held for the account of Institutional Partners III. MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the Common Shares held for the account of Institutional Partners III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners III and, accordingly, Fund Management may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III.

	/s/ Hal Goldstein, Attorney in Fact	08/31/2011
	** Signature of Reporting Person	Date
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