0000899243-22-031154.txt : 20220915
0000899243-22-031154.hdr.sgml : 20220915
20220915164044
ACCESSION NUMBER: 0000899243-22-031154
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220913
FILED AS OF DATE: 20220915
DATE AS OF CHANGE: 20220915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RACHESKY MARK H MD
CENTRAL INDEX KEY: 0001194368
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14880
FILM NUMBER: 221246189
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-09-13
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
Class A Voting Shares
64117
D
Class B Non-Voting Shares
66549
D
Class A Voting Shares
2022-09-13
4
A
0
2434
10.27
A
2434
D
Class B Non-Voting Shares
2022-09-13
4
A
0
2583
9.68
A
2583
D
Class A Voting Shares
1267
D
Class B Non-Voting Shares
1379
D
Class A Voting Shares
864
D
Class B Non-Voting Shares
937
D
Class A Voting Shares
1506086
I
See Footnotes
Class B Non-Voting Shares
698383
I
See Footnotes
Class A Voting Shares
193816
I
See Footnotes
Class B Non-Voting Shares
93308
I
See Footnotes
Class A Voting Shares
693137
I
See Footnotes
Class B Non-Voting Shares
693137
I
See Footnotes
Class A Voting Shares
1746221
I
See Footnotes
Class B Non-Voting Shares
1746221
I
See Footnotes
Class A Voting Shares
11874473
I
See Footnotes
Class B Non-Voting Shares
11874473
I
See Footnotes
Class A Voting Shares
3242547
I
See Footnotes
These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2023.
These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2023.
These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in two remaining equal annual installments beginning on September 14, 2023.
These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in two remaining equal annual installments beginning on September 14, 2023.
These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in one remaining annual installment on September 15, 2023.
These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in one remaining annual installment on September 15, 2023.
These 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. 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 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 8)
Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These 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). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management 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 shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These 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. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management 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 shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 11)
Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These 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. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management 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 shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 13)
Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("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. 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 shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 15)
Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
These shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. MHR Institutional Advisors IV (MI) LLC, a Marshall Islands limited liability company ("Institutional Advisors IV (MI)") is the managing member of Institutional Advisors IV. Dr. Rachesky is the managing member of Institutional Advisors IV (MI). Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 17)
Accordingly, Institutional Advisors IV, Institutional Advisors IV (MI), Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Institutional Advisors IV (MI), Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
The shares reported as owned on this Form 4 do not include the 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, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest.
/s/ Janet Yeung as attorney in fact
2022-09-15