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)
09/05/2019
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 09/05/2019 P(2) 1,549,972 A $10 4,049,972 I Through wholly-owned subsidiary(1)
Class A Voting Shares 09/11/2020 J/K(3)(4)(5)(6)(7)(8) 138,889 D (3)(4)(5)(6)(7)(8) 3,911,083 I Through wholly-owned subsidiary(1)
Class A Voting Shares 09/11/2020 J/K(3)(4)(5)(6)(7)(8) 138,889 A (3)(4)(5)(6)(7)(8) 4,049,972 I Through wholly-owned subsidiary(1)
Class B Non-Voting Shares 09/11/2020 J/K(3)(4)(5)(6)(7)(8) 138,889 D (3)(4)(5)(6)(7)(8) 2,361,111 I Through wholly-owned subsidiary(1)
Class B Non-Voting Shares 09/11/2020 J/K(3)(4)(5)(6)(7)(8) 138,889 A (3)(4)(5)(6)(7)(8) 2,500,000 I Through wholly-owned subsidiary(1)
Class A Voting Shares 09/14/2020 J/K(3)(4)(5)(6)(7)(9) 138,889 D (3)(4)(5)(6)(7)(9) 3,911,083 I Through wholly-owned subsidiary(1)
Class A Voting Shares 09/14/2020 J/K(3)(4)(5)(6)(7)(9) 138,889 A (3)(4)(5)(6)(7)(9) 4,049,972 I Through wholly-owned subsidiary(1)
Class B Non-Voting Shares 09/14/2020 J/K(3)(4)(5)(6)(7)(9) 138,889 D (3)(4)(5)(6)(7)(9) 2,361,111 I Through wholly-owned subsidiary(1)
Class B Non-Voting Shares 09/14/2020 J/K(3)(4)(5)(6)(7)(9) 138,889 A (3)(4)(5)(6)(7)(9) 2,500,000 I Through wholly-owned subsidiary(1)
Class A Voting Shares 09/15/2020 J/K(3)(4)(5)(6)(7)(10) 138,889 D (3)(4)(5)(6)(7)(10) 3,911,083 I Through wholly-owned subsidiary(1)
Class A Voting Shares 09/15/2020 J/K(3)(4)(5)(6)(7)(10) 138,889 A (3)(4)(5)(6)(7)(10) 4,049,972 I Through wholly-owned subsidiary(1)
Class B Non-Voting Shares 09/15/2020 J/K(3)(4)(5)(6)(7)(10) 138,889 D (3)(4)(5)(6)(7)(10) 2,361,111 I Through wholly-owned subsidiary(1)
Class B Non-Voting Shares 09/15/2020 J/K(3)(4)(5)(6)(7)(10) 138,889 A (3)(4)(5)(6)(7)(10) 2,500,000 I Through wholly-owned subsidiary(1)
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 (3)(4) 09/11/2020 J/K(3)(4)(5)(6)(7)(8) 277,778 (3)(4)(5)(6)(7)(8) (3)(4)(5)(6)(7)(8) Units of Class A Voting Shares and Class B Non-Voting Shares 1,666,667 (3)(4)(5)(6)(7)(8) 1,388,889 I Through wholly-owned subsidiary(1)
Variable Pre-paid Forward Transaction (3)(4) 09/14/2020 J/K(3)(4)(5)(6)(7)(9) 277,778 (3)(4)(5)(6)(7)(9) (3)(4)(5)(6)(7)(9) Units of Class A Voting Shares and Class B Non-Voting Shares 1,388,889 (3)(4)(5)(6)(7)(9) 1,111,111 I Through wholly-owned subsidiary(1)
Variable Pre-paid Forward Transaction (3)(4) 09/15/2020 J/K(3)(4)(5)(6)(7)(10) 277,778 (3)(4)(5)(6)(7)(10) (3)(4)(5)(6)(7)(10) Units of Class A Voting Shares and Class B Non-Voting Shares 1,111,111 (3)(4)(5)(6)(7)(10) 833,333 I Through wholly-owned subsidiary(1)
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 Ventures Ltd

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

(Street)
HAMMERSMITH X0 W6 8BS

(City) (State) (Zip)
Explanation of Responses:
1. These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares.
2. This purchase, which was timely reported on Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on September 6, 2019 (File No. 005-55587) (the "Schedule 13D"), is being reported on a Form 4 late due to an inadvertent administrative error.
3. As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge.
4. The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates 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, 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.
5. 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.
6. Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), 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; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; 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.
7. On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount").
8. On September 11, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.4740 with respect to the Class A Voting Shares and $8.7436 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,529,718.20, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares.
9. On September 14, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.6037 with respect to the Class A Voting Shares and $8.8698 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $ 2,565,252.79, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares.
10. On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares.
Remarks:
Based on information set forth in the Issuer's report on Form 10-Q for the quarterly period ended June 30, 2020, 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." Exhibit 24 - Power of Attorney
/s/ Jennifer A. Hodges, Vice President, Legal of Liberty Global plc 09/15/2020
/s/ Jennifer A. Hodges, Attorney-in-Fact for Liberty Global Ventures Limited 09/15/2020
** Signature of Reporting Person Date
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