0000947871-19-000596.txt : 20190814 0000947871-19-000596.hdr.sgml : 20190814 20190814201909 ACCESSION NUMBER: 0000947871-19-000596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190812 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Global plc CENTRAL INDEX KEY: 0001570585 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 191028201 BUSINESS ADDRESS: STREET 1: 161 HAMMERSMITH ROAD CITY: HAMMERSMITH STATE: X0 ZIP: W6 8BS BUSINESS PHONE: 303-220-6600 MAIL ADDRESS: STREET 1: 1550 WEWATTA ST, STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FORMER NAME: FORMER CONFORMED NAME: Liberty Global Corp Ltd DATE OF NAME CHANGE: 20130227 FORMER NAME: FORMER CONFORMED NAME: Lynx Europe Ltd. DATE OF NAME CHANGE: 20130226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Global Inc Ltd CENTRAL INDEX KEY: 0001658493 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 191028202 BUSINESS ADDRESS: STREET 1: GRIFFIN HOUSE, 161 HAMMERSMITH ROAD CITY: LONDON STATE: X0 ZIP: W6 8BS BUSINESS PHONE: 44-208-483-6449 MAIL ADDRESS: STREET 1: GRIFFIN HOUSE, 161 HAMMERSMITH ROAD CITY: LONDON STATE: X0 ZIP: W6 8BS 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 ownership.xml X0306 4 2019-08-12 0 0000929351 LIONS GATE ENTERTAINMENT CORP /CN/ LGF 0001570585 Liberty Global plc GRIFFIN HOUSE, 161 HAMMERSMITH ROAD HAMMERSMITH X0 W6 8BS UNITED KINGDOM 0 0 1 0 0001658493 Liberty Global Inc Ltd GRIFFIN HOUSE, 161 HAMMERSMITH ROAD HAMMERSMITH X0 W6 8BS UNITED KINGDOM 0 0 1 0 Class A Voting Shares 2019-08-12 4 J 1 16667 D 2483333 I Through wholly-owned subsidiary Class A Voting Shares 2019-08-12 4 J 1 16667 A 2500000 I Through wholly-owned subsidiary Class B Non-Voting Shares 2019-08-12 4 J 1 16667 D 2483333 I Through wholly-owned subsidiary Class B Non-Voting Shares 2019-08-12 4 J 1 16667 A 2500000 I Through wholly-owned subsidiary Class A Voting Shares 2019-08-13 4 J 1 16667 D 2483333 I Through wholly-owned subsidiary Class A Voting Shares 2019-08-13 4 J 1 16667 A 2500000 I Through wholly-owned subsidiary Class B Non-Voting Shares 2019-08-13 4 J 1 16667 D 2483333 I Through wholly-owned subsidiary Class B Non-Voting Shares 2019-08-13 4 J 1 16667 A 2500000 I Through wholly-owned subsidiary Class A Voting Shares 2019-08-14 4 J 1 16667 D 2483333 I Through wholly-owned subsidiary Class A Voting Shares 2019-08-14 4 J 1 16667 A 2500000 I Through wholly-owned subsidiary Class B Non-Voting Shares 2019-08-14 4 J 1 16667 D 2483333 I Through wholly-owned subsidiary Class B Non-Voting Shares 2019-08-14 4 J 1 16667 A 2500000 I Through wholly-owned subsidiary Variable Pre-paid Forward Transaction 2019-08-12 4 J 1 33334 D Units of Class A Voting Shares and Class B Non-Voting Shares 2099992 2066658 I Through wholly-owned subsidiary Variable Pre-paid Forward Transaction 2019-08-13 4 J 1 33334 D Units of Class A Voting Shares and Class B Non-Voting Shares 2066658 2033324 I Through wholly-owned subsidiary Variable Pre-paid Forward Transaction 2019-08-14 4 J 1 33334 D Units of Class A Voting Shares and Class B Non-Voting Shares 2033324 1999990 I Through wholly-owned subsidiary 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"). 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. 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. 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. 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"); (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)). On 08/12/2019, the thirteenth 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 $407,423.15 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. On 08/13/2019, the fourteenth 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 $397,809.62 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. On 08/14/2019, the fifteenth 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 $376,275.86 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. 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 2019-08-14 /s/ Michelle L. Keist, Attorney-in-Fact for Liberty Global Incorporated Limited 2019-08-14