0000899243-16-029051.txt : 20160915 0000899243-16-029051.hdr.sgml : 20160915 20160915172450 ACCESSION NUMBER: 0000899243-16-029051 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151110 FILED AS OF DATE: 20160915 DATE AS OF CHANGE: 20160915 ISSUER: 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 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 2700 COLORADO AVENUE STREET 2: SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 877-848-3866 MAIL ADDRESS: STREET 1: 250 HOWE STREET STREET 2: 20TH FLOOR CITY: VANCOUVER STATE: A1 ZIP: V6C #R8 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Holdings LLC CENTRAL INDEX KEY: 0001552702 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 161887823 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 161887824 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 161887825 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2015-11-10 2015-11-13 0 0000929351 LIONS GATE ENTERTAINMENT CORP /CN/ LGF 0001194368 RACHESKY MARK H MD 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 1 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001552702 MHR Holdings LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 Common Shares 2015-11-10 4 S 0 462336 39.02 D 1396767 I See Footnote On November 10, 2015, (i) MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"), MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"), MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"), MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"), and Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III") (collectively, "the MHR Funds"), (ii) Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), (iii) Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers") and (iv) the parent companies of the Buyers entered into a Share Purchase Agreement (the "Share Purchase Agreement"). (Continued to footnote 2) Pursuant to the Share Purchase Agreement, the MHR Funds agreed to sell 5,000,000 Common Shares in the aggregate to each of the Buyers. Master Account sold 462,336 Common Shares rather than 426,336 Common Shares as was reported in the Form 4 filed on November 13, 2015. The price represents the sale price to the Buyers of $39.02 per Common Share under the Share Purchase Agreement. The Common Shares reported as owned on this Form 4 do not include an additional 14,411,195 Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement by and among the Issuer, the Buyers, the parent companies of the Buyers, John C. Malone, the MHR Funds and Fund Management, but as to which they have no pecuniary interest. These Common Shares are held for the account of Master Account. MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") 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. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 6) Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. /s/ Janet Yeung, attorney in fact 2016-09-15