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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LIONS GATE ENTERTAINMENT CORP /CN/ [ LGF.A ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/08/2016 | J(1) | V | 539,657 | D | (1) | 0 | I | The John C. Malone June 2003 Charitable Remainder Unitrust | |
Common Shares | 12/08/2016 | J(1) | V | 3,871,538 | D | (1) | 0 | I | Malone Starz 2015 Charitable Remainder Unitrust | |
Class A voting shares | 12/08/2016 | J(1) | V | 269,829 | A | (1) | 269,829 | I | The John C. Malone June 2003 Charitable Remainder Unitrust | |
Class A voting shares | 12/08/2016 | J(1) | V | 1,935,769 | A | (1) | 1,935,769 | I | Malone Starz 2015 Charitable Remainder Unitrust | |
Class B non-voting shares | 12/08/2016 | J(1) | V | 269,829 | A | (1) | 269,829 | I | The John C. Malone June 2003 Charitable Remainder Unitrust | |
Class B non-voting shares | 12/08/2016 | J(1) | V | 1,935,769 | A | (1) | 1,935,769 | I | Malone Starz 2015 Charitable Remainder Unitrust | |
Class A voting shares | 12/08/2016 | A | 3,686,419 | A | (2) | 3,686,419 | D | |||
Class A voting shares | 12/08/2016 | A | 145,739 | A | (3) | 145,739 | I | By Spouse(4) | ||
Class B non-voting shares | 12/08/2016 | A | 3,686,419 | A | (2) | 3,686,419 | D | |||
Class B non-voting shares | 12/08/2016 | A | 214,785 | A | (5) | 214,785 | I | By Spouse(4) |
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 |
Explanation of Responses: |
1. Pursuant to a reorganization of Lions Gate Entertainment Corp.'s (the "Issuer" or "Lions Gate") share capital (the "reclassification"), each Common Share of the Issuer, without par value, was converted into 0.5 shares of newly issued Class A voting shares, without par value, of the Issuer and 0.5 shares of newly issued Class B non-voting shares, without par value, of the Issuer, subject to the terms and conditions of the Merger Agreement (as described below). The reclassification was exempt under Rule 16b-7, and such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
2. Received in exchange for 5,832,020 shares of Starz Series B common stock held by the reporting person pursuant to the terms and conditions of the Merger Agreement (as described in the Remarks section). |
3. Received in exchange for 230,564 shares of Starz Series B common stock held by the reporting person's spouse pursuant to the terms and conditions of the Merger Agreement. |
4. The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
5. Received in exchange for an aggregate of 101,778 shares of Starz Series A common stock and 230,564 shares of Starz Series B common stock held by the reporting person's spouse pursuant to the terms and conditions of the Merger Agreement. |
Remarks: |
Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, the "Merger Agreement"), by and among Starz, the Issuer, and Orion Arm Acquisition Inc. ("Merger Sub"), an indirect wholly owned subsidiary of the Issuer, on December 8, 2016, Merger Sub was merged with and into Starz, with Starz continuing as the surviving corporation and a wholly owned subsidiary of Lions Gate (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Starz Series A common stock was converted into the right to receive $18.00 in cash and 0.6784 of a Class B non-voting share of Lions Gate ("Lions Gate non-voting stock") and each share of Starz Series B common stock was converted into the right to receive $7.26 in cash and 0.6321 of a Class A voting share of Lions Gate and 0.6321 of a share of Lions Gate non-voting stock. |
/s/ John C. Malone | 12/12/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |