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
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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*
Liberty Global plc

(Last) (First) (Middle)
GRIFFIN HOUSE, 161 HAMMERSMITH ROAD

(Street)
HAMMERSMITH X0 W6 8BS

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2019
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
Class A Voting Shares 08/07/2019 J/K(1)(2)(3)(4)(5)(6)(7) 16,667 D (1)(2)(3)(4)(5)(6)(7) 2,483,333 I Through wholly-owned subsidiary
Class A Voting Shares 08/07/2019 J/K(1)(2)(3)(4)(5)(6)(7) 16,667 A (1)(2)(3)(4)(5)(6)(7) 2,500,000 I Through wholly-owned subsidiary
Class B Non-Voting Shares 08/07/2019 J/K(1)(2)(3)(4)(5)(6)(7) 16,667 D (1)(2)(3)(4)(5)(6)(7) 2,483,333 I Through wholly-owned subsidiary
Class B Non-Voting Shares 08/07/2019 J/K(1)(2)(3)(4)(5)(6)(7) 16,667 A (1)(2)(3)(4)(5)(6)(7) 2,500,000 I Through wholly-owned subsidiary
Class A Voting Shares 08/08/2019 J/K(1)(2)(3)(4)(5)(6)(8) 16,667 D (1)(2)(3)(4)(5)(6)(8) 2,483,333 I Through wholly-owned subsidiary
Class A Voting Shares 08/08/2019 J/K(1)(2)(3)(4)(5)(6)(8) 16,667 A (1)(2)(3)(4)(5)(6)(8) 2,500,000 I Through wholly-owned subsidiary
Class B Non-Voting Shares 08/08/2019 J/K(1)(2)(3)(4)(5)(6)(8) 16,667 D (1)(2)(3)(4)(5)(6)(8) 2,483,333 I Through wholly-owned subsidiary
Class B Non-Voting Shares 08/08/2019 J/K(1)(2)(3)(4)(5)(6)(8) 16,667 A (1)(2)(3)(4)(5)(6)(8) 2,500,000 I Through wholly-owned subsidiary
Class A Voting Shares 08/09/2019 J/K(1)(2)(3)(4)(5)(6)(9) 16,667 D (1)(2)(3)(4)(5)(6)(9) 2,483,333 I Through wholly-owned subsidiary
Class A Voting Shares 08/09/2019 J/K(1)(2)(3)(4)(5)(6)(9) 16,667 A (1)(2)(3)(4)(5)(6)(9) 2,500,000 I Through wholly-owned subsidiary
Class B Non-Voting Shares 08/09/2019 J/K(1)(2)(3)(4)(5)(6)(9) 16,667 D (1)(2)(3)(4)(5)(6)(9) 2,483,333 I Through wholly-owned subsidiary
Class B Non-Voting Shares 08/09/2019 J/K(1)(2)(3)(4)(5)(6)(9) 16,667 A (1)(2)(3)(4)(5)(6)(9) 2,500,000 I Through wholly-owned subsidiary
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
Variable Pre-paid Forward Transaction (1)(2) 08/07/2019 J/K(1)(2)(3)(4)(5)(6)(7) 33,334 (1)(2)(3)(4)(5)(6)(7) (1)(2)(3)(4)(5)(6)(7) Units of Class A Voting Shares and Class B Non-Voting Shares 2,199,994 (1)(2)(3)(4)(5)(6)(7) 2,166,660 I Through wholly-owned subsidiary
Variable Pre-paid Forward Transaction (1)(2) 08/08/2019 J/K(1)(2)(3)(4)(5)(6)(8) 33,334 (1)(2)(3)(4)(5)(6)(8) (1)(2)(3)(4)(5)(6)(8) Units of Class A Voting Shares and Class B Non-Voting Shares 2,166,660 (1)(2)(3)(4)(5)(6)(8) 2,133,326 I Through wholly-owned subsidiary
Variable Pre-paid Forward Transaction (1)(2) 08/09/2019 J/K(1)(2)(3)(4)(5)(6)(9) 33,334 (1)(2)(3)(4)(5)(6)(9) (1)(2)(3)(4)(5)(6)(9) Units of Class A Voting Shares and Class B Non-Voting Shares 2,133,326 (1)(2)(3)(4)(5)(6)(9) 2,099,992 I Through wholly-owned subsidiary
1. Name and Address of Reporting Person*
Liberty Global plc

(Last) (First) (Middle)
GRIFFIN HOUSE, 161 HAMMERSMITH ROAD

(Street)
HAMMERSMITH X0 W6 8BS

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Liberty Global Inc Ltd

(Last) (First) (Middle)
GRIFFIN HOUSE, 161 HAMMERSMITH ROAD

(Street)
HAMMERSMITH X0 W6 8BS

(City) (State) (Zip)
Explanation of Responses:
1. As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares").
2. In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares.
3. As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank.
4. The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.
5. On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of each of Tranche 1 and 2, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares, and (B) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");
6. (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).
7. On 08/07/2019, the tenth component of Tranche 1 matured, which the Reporting Person cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Person paid $387,357.75 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.
8. On 08/08/2019, the eleventh component of Tranche 1 matured, which the Reporting Person cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Person paid $403,581.40 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.
9. On 08/09/2019, the twelfth component of Tranche 1 matured, which the Reporting Person cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Person paid $415,944.99 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.
Remarks:
Based on information set forth in the Issuer's report on Form 10-K for the annual period ended March 31, 2019, the Class A Voting Shares reported on this Form 4 represent less than 10% of the outstanding Class A Voting Shares. This Report on Form 4 is being filed because the Reporting Persons have entered into certain agreements with the Issuer and certain other shareholders of the Issuer pursuant to which the Reporting Persons might be considered to constitute a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, with such other shareholders, and the aggregate holdings of all members of such "group" exceed 10% of the outstanding Class A Voting Shares. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2015. This Report shall not be considered an admission or acknowledgment of the existence of such a "group." The Reporting Persons disclaim beneficial ownership of all Class A Voting Shares and Class B Non-Voting Shares held by other shareholders of the Issuer with which they might constitute a "group."
/s/ Michelle Keist, Vice President, Assistant Secretary of Liberty Global plc 08/09/2019
/s/ Michelle L. Keist, Attorney-in-Fact for Liberty Global Incorporated Limited 08/09/2019
** Signature of Reporting Person Date
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