SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 25)*

Lions Gate Entertainment Corp.

(Name of Issuer)

Class A Voting Shares, no par value

(Title of Class of Securities)

535919401

(CUSIP Number)

Janet Yeung

MHR Fund Management LLC

1345 Avenue of the Americas, 42^nd Floor

New York, New York 10105

(212) 262-0005

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 2, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 19 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 535919401 13D Page 2 of 19 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 11,874,473
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 11,874,473
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,874,473 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) This amount does not reflect any Class A Voting Shares held by Discovery Lightning Investments Ltd. (“Discovery”), Liberty Global Incorporated Limited (“Liberty”), John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

CUSIP No. 535919401 13D Page 3 of 19 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,874,473
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 11,874,473
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,874,473 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

CUSIP No. 535919401 13D Page 4 of 19 Pages

1	NAMES OF REPORTING PERSONS MHR FUND MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 18,284,993
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 18,284,993
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,284,993 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

CUSIP No. 535919401 13D Page 5 of 19 Pages

1	NAMES OF REPORTING PERSONS MHR HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a):  ☐        (b):  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 18,284,993
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 18,284,993
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,284,993 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

CUSIP No. 535919401 13D Page 6 of 19 Pages

1	NAMES OF REPORTING PERSONS MARK H. RACHESKY, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 18,331,304
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 18,331,304
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,331,304 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN;HC

(1) This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

Page 7 of 19 Pages

TABLE OF CONTENTS

Item 2.	Identity and Background.	8
Item 3.	Source and Amount of Funds & Other Consideration.	10
Item 5.	Interest in Securities of the Issuer.	11
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.	16
Item 7.	Material to be Filed as Exhibits.	17
SIGNATURES		18

Page 8 of 19 Pages

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 25, the Schedule 13D filed on March 18, 2009 (the “Original Schedule 13D”), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (“Amendment No. 2”), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (“Amendment No. 4”), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D (“Amendment No. 5”), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D (“Amendment No. 6”), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D (“Amendment No. 7”), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D (“Amendment No. 8”), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D (“Amendment No. 9”), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D (“Amendment No. 10”), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D (“Amendment No. 11”), on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D (“Amendment No. 12”), on May 14, 2012 by Amendment No. 13 to the Original Schedule 13D (“Amendment No. 13”), on January 10, 2013 by Amendment No. 14 to the Original Schedule 13D (“Amendment No. 14”), on June 3, 2013 by Amendment No. 15 to the Original Schedule 13D (“Amendment No. 15”), on January 30, 2015 by Amendment No. 16 to the Original Schedule 13D (“Amendment No. 16”), on April 9, 2015 by Amendment No. 17 to the Original Schedule 13D (“Amendment No. 17”), on April 30, 2015 by Amendment No. 18 to the Original Schedule 13D (“Amendment No. 18”), on September 4, 2015 by Amendment No. 19 to the Original Schedule 13D (“Amendment No. 19”), on November 13, 2015 by Amendment No. 20 to the Original Schedule 13D (“Amendment No. 20”), on February 5, 2016 by Amendment No. 21 to the Original Schedule 13D (“Amendment No. 21”), on July 1, 2016 by Amendment No. 22 to the Original Schedule 13D (“Amendment No. 22”), on December 9, 2016 by Amendment No. 23 to the Original Schedule 13D (“Amendment No. 23”) and on December 21, 2018 by Amendment No. 24 to the Original Schedule 13D (“Amendment No. 24” and together with Amendment No. 1 through Amendment No. 23 and the Original Schedule 13D, the “Schedule 13D”) and relates to Class A Voting Shares, no par value per share (the “Class A Voting Shares”), of Lions Gate Entertainment Corp. (the “Issuer”). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 24.

Item 2. Identity and Background.

Item 2 is hereby amended by deleting such item in its entirety and replacing it with the following:

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. Institutional Partners III;

2. Institutional Advisors III;

3. Fund Management;

4. MHR Holdings; and

5. Dr. Rachesky.

This Statement relates to Class A Voting Shares held for the accounts of each of Master Account, Capital Partners (100), MHR Capital Partners Master Account III LP, an Anguilla limited partnership (“Master Account III”), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and MHR Institutional Partners IV LP (“Institutional Partners IV”), each (other than Master Account and Master Account III) a Delaware limited partnership.

Page 9 of 19 Pages

Advisors is the general partner of each of Master Account and Capital Partners (100) and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Master Account and Capital Partners (100). MHR Advisors III LLC, a Delaware limited liability company (“Advisors III”) is the general partner of Master Account III and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Master Account III. Institutional Advisors II is the general partner of each of Institutional Partners II and Institutional Partners IIA and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Institutional Partners II and Institutional Partners IIA. Institutional Advisors III is the general partner of Institutional Partners III and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Institutional Partners III. MHR Institutional Advisors IV LLC, a Delaware limited liability company (“Institutional Advisors IV”) is the general partner of Institutional Partners IV and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Institutional Partners IV. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account, Capital Partners (100), Master Account III, Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Institutional Partners IV and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Class A Voting Shares reported herein and, accordingly, Fund Management may be deemed to beneficially own the Class A Voting Shares reported herein which are held for the accounts of each of Master Account, Capital Partners (100), Master Account III, Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Institutional Partners IV. MHR Holdings, a Delaware limited liability company, is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own the Class A Voting Shares that are deemed to be beneficially owned by Fund Management. MHRC LLC, a Delaware limited liability company (“MHRC”), is the managing member of Advisors and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Master Account and Capital Partners (100). MHRC II is the managing member of Institutional Advisors II and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Institutional Partners II and Institutional Partners IIA. MHR Institutional Advisors IV (MI) LLC, a Marshall Islands limited liability company (“Institutional Advisors IV (MI)”) is the managing member of Institutional Advisors IV and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Institutional Partners IV.

Dr. Rachesky is the managing member of MHRC and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Master Account and Capital Partners (100). Dr. Rachesky is the managing member of Advisors III and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Master Account III. Dr. Rachesky is the managing member of MHRC II and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Institutional Partners II and Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors III and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors IV (MI) and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the account of Institutional Partners IV. Dr. Rachesky is the managing member of MHR Holdings and, in such capacity, may be deemed to beneficially own the Class A Voting Shares held for the accounts of each of Master Account, Capital Partners (100), Master Account III, Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Institutional Partners IV.

Page 10 of 19 Pages

The Reporting Persons:

The principal business of Institutional Partners III is investment in securities.

Institutional Advisors III is a Delaware limited liability company and the general partner of Institutional Partners III. The principal business of Institutional Advisors III is to provide management and advisory services to Institutional Partners III. Fund Management is a Delaware limited liability company. The principal business of Fund Management is to provide management and advisory services to each of Master Account, Capital Partners (100), Master Account III, Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Institutional Partners IV and to other affiliated entities. MHR Holdings is a Delaware limited liability company and the managing member of Fund Management. The principal business of MHR Holdings is to act as the managing member of Fund Management.

Current information concerning the identity and background of the directors and officers of Institutional Advisors III, Fund Management and MHR Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. Dr. Rachesky is the managing member of Institutional Advisors III and MHR Holdings. The principal occupation of Dr. Rachesky, a United States citizen, is investment management.

Each Reporting Person’s principal business address is 1345 Avenue of the Americas, 42nd Floor, New York, New York 10105.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds & Other Consideration.

Item 3 is hereby amended by adding the following paragraph:

The source of funds for the purchase reported in this Statement by Master Account III and Institutional Partners IV will be the working capital of Master Account III and Institutional Partners IV, respectively.

Page 11 of 19 Pages

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The percentages set forth in this Statement are based on 82,654,510 Class A Voting Shares outstanding as of August 5, 2019, as disclosed by the Issuer on its quarterly report for the quarterly period ended June 30, 2019.

All references to percentage beneficial ownership in Item 1 and this Item 5 are calculated by reference only to the Class A Voting Shares and without reference to the Class B Non-Voting Shares. Reference to the Class B Non-Voting Shares in the footnotes to this Item 5(a) are made supplementally and for informational purposes only.

(a) (i) Master Account may be deemed to be the beneficial owner of 1,377,775¹ Class A Voting Shares (approximately 1.7% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,377,775 Class A Voting Shares held for its own account.

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 193,816² Class A Voting Shares (approximately 0.2% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 193,816 Class A Voting Shares held for its own account.

(iii) Advisors may be deemed to be the beneficial owner of 1,571,591³ Class A Voting Shares (approximately 1.9% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 1,377,775 held for the account of Master Account and (B) 193,816 held for the account of Capital Partners (100).

(iv) Master Account III may be deemed to be the beneficial owner of 81,610 Class A Voting Shares (approximately 0.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 81,610 Class A Voting Shares held for its own account.

(v) Advisors III may be deemed to be the beneficial owner of 81,610 Class A Voting Shares (approximately 0.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 81,610 Class A Voting Shares held for the account of Master Account III.

(vi) Institutional Partners II may be deemed to be the beneficial owner of 693,137⁴ Class A Voting Shares (approximately 0.8% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 693,137 Class A Voting Shares held for its own account.

¹  In addition, Master Account may be deemed the beneficial owner of 698,383 Class B Non-Voting Shares held for its own account.

²  In addition, Capital Partners (100) may be deemed the beneficial owner of 93,308 Class B Non-Voting Shares held for its own account.

³  In addition, Advisors may be deemed the beneficial owner of 791,691 Class B Non-Voting Shares held for the accounts of Master Account and Capital Partners (100).

⁴  In addition, Institutional Partners II may be deemed the beneficial owner of 693,137 Class B Non-Voting Shares held for its own account.

Page 12 of 19 Pages

(vii) Institutional Partners IIA may be deemed to be the beneficial owner of 1,746,221⁵ Class A Voting Shares (approximately 2.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,746,221 Class A Voting Shares held for its own account.

(viii) Institutional Advisors II may be deemed to be the beneficial owner of 2,439,358⁶ Class A Voting Shares (approximately 3.0% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 693,137 Class A Voting Shares held for the account of Institutional Partners II and (B) 1,746,221 Class A Voting Shares held for the account of Institutional Partners IIA.

(ix) Institutional Partners III may be deemed to be the beneficial owner of 11,874,473⁷ Class A Voting Shares (approximately 14.4% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 11,874,473 Class A Voting Shares held for its own account.

(x) Institutional Advisors III may be deemed to be the beneficial owner of 11,874,473⁸ Class A Voting Shares (approximately 14.4% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 11,874,473 Class A Voting Shares held for the account of Institutional Partners III.

(xi) Institutional Partners IV may be deemed to be the beneficial owner of 2,317,961 Class A Voting Shares (approximately 2.8% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 2,317,961 Class A Voting Shares held for its own account.

(xii) Institutional Advisors IV may be deemed to be the beneficial owner of 2,317,961 Class A Voting Shares (approximately 2.8% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 2,317,961 Class A Voting Shares held for the account of Institutional Partners IV.

(xiii) Institutional Advisors IV (MI) may be deemed to be the beneficial owner of 2,317,961 Class A Voting Shares (approximately 2.8% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in Item 5(a)(xii) by virtue of Institutional Advisors IV (MI)’s position as the managing member of Institutional Advisors IV.

(xiv) MHRC may be deemed the beneficial owner of 1,571,591⁹ Class A Voting Shares (approximately 1.9% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in Item 5(a)(iii) by virtue of MHRC’s position as the managing member of Advisors.

(xv) MHRC II may be deemed the beneficial owner of 2,439,358¹⁰ Class A Voting Shares (approximately 3.0% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in Item 5(a)(viii) by virtue of MHRC II’s position as the managing member of Institutional Advisors II.

⁵  In addition, Institutional Partners IIA may be deemed the beneficial owner of 1,746,221 Class B Non-Voting Shares held for its own account.

⁶  In addition, Institutional Advisors II may be deemed the beneficial owner of 2,439,358 Class B Non-Voting Shares held for the accounts of Institutional Partners II and Institutional Partners IIA.

⁷  In addition, Institutional Partners III may be deemed the beneficial owner of 11,874,473 Class B Non-Voting Shares held for its own account.

⁸  In addition, Institutional Advisors III may be deemed the beneficial owner of 11,874,473 Class B Non-Voting Shares held for the account of Institutional Partners III.

⁹  In addition, MHRC may be deemed the beneficial owner of 791,691 Class B Non-Voting Shares by virtue of MHRC’s position as the managing member of Advisors.

¹⁰  In addition, MHRC II may be deemed the beneficial owner of 2,439,358 Class B Non-Voting Shares by virtue of MHRC II’s position as the managing member of Institutional Advisors II.

Page 13 of 19 Pages

(xvi) Fund Management may be deemed to be the beneficial owner of 18,284,993¹¹ Class A Voting Shares (approximately 22.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Master Account III, Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Institutional Partners IV.

(xvii) MHR Holdings may be deemed the beneficial owner of 18,284,993¹² Class A Voting Shares (approximately 22.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in this Item 5(a) by virtue of MHR Holdings’ position as the managing member of Fund Management.

(xviii) Dr. Rachesky may be deemed to be the beneficial owner of 18,331,304¹³ Class A Voting Shares (approximately 22.2% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) all of the Class A Voting Shares otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of MHRC, Advisors III, MHRC II, Institutional Advisors III, Institutional Advisors IV (MI) and MHR Holdings, (B) 275 restricted share units, payable upon vesting Class A Voting Shares, which are scheduled to vest on September 12, 2020, (C) 743 restricted share units, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 11, 2020, (D) 2,267 restricted share units, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three annual installments beginning on September 10, 2020 and (E) 43,026 Class A Voting Shares held directly.

(xix) The amounts set forth above in clauses (i) through (xiii) of this Item 5 do not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

¹¹  In addition, Fund Management may be deemed the beneficial owner of all of the Class B Non-Voting Shares otherwise described in the footnotes to this Item 5(a) by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

¹²  In addition, MHR Holdings may be deemed the beneficial owner of all of the Class B Non-Voting Shares otherwise described in the footnotes to this Item 5(a) by virtue of MHR Holdings’ position as the managing member of Fund Management.

¹³  In addition, Dr. Rachesky may be deemed the beneficial owner of (A) all of the Class B Non-Voting Shares otherwise described in the footnotes to this Item 5(a) by virtue of Dr. Rachesky’s position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings, (B) 287 restricted share units, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest on September 12, 2020, (C) 782 restricted share units, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 11, 2020, (D) 2,425 restricted share units, 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 10, 2020 and (E) 43,612 Class B Non-Voting Shares held directly.

Page 14 of 19 Pages

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 1,377,775 Class A Voting Shares which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 1,377,775 Class A Voting Shares which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 193,816 Class A Voting Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 193,816 Class A Voting Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 1,571,591 Class A Voting Shares which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 1,571,591 Class A Voting Shares which may be deemed to be beneficially owned by Advisors as described above.

(iv) Master Account III may be deemed to have (x) the sole power to direct the disposition of 81,610 Class A Voting Shares which may be deemed to be beneficially owned by Master Account III as described above and (y) the sole power to direct the voting of 81,610 Class A Voting Shares which may be deemed to be beneficially owned by Master Account III as described above.

(v) Advisors III may be deemed to have (x) the sole power to direct the disposition of 81,610 Class A Voting Shares which may be deemed to be beneficially owned by Advisors III as described above and (y) the sole power to direct the voting of 81,610 Class A Voting Shares which may be deemed to be beneficially owned by Advisors III as described above.

(vi) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 693,137 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 693,137 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.

(vii) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 1,746,221 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 1,746,221 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.

Page 15 of 19 Pages

(viii) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 2,439,358 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 2,439,358 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.

(ix) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 11,874,473 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 11,874,473 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.

(x) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 11,874,473 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above and (y) the sole power to direct the voting of 11,874,473 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(xi) Institutional Partners IV may be deemed to have (x) the sole power to direct the disposition of 2,317,961 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners IV as described above and (y) the sole power to direct the voting of 2,317,961 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners IV as described above.

(xii) Institutional Advisors IV may be deemed to have (x) the sole power to direct the disposition of 2,317,961 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors IV as described above and (y) the sole power to direct the voting of 2,317,961 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors IV as described above.

(xiii) Institutional Advisors IV (MI) may be deemed to have (x) the sole power to direct the disposition of 2,317,961 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors IV (MI) as described above and (y) the sole power to direct the voting of 2,317,961 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors IV (MI) as described above.

(xiv) MHRC may be deemed to have (x) the sole power to direct the disposition of the 1,571,591 Class A Voting Shares which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of 1,571,591 Class A Voting Shares which may be deemed to be beneficially owned by MHRC as described above.

(xv) MHRC II may be deemed to have (x) the sole power to direct the disposition of 2,439,358 Class A Voting Shares which may be deemed to be beneficially owned by MHRC II as described above, and (y) the sole power to direct the voting of 2,439,358 Class A Voting Shares which may be deemed to be beneficially owned by MHRC II as described above.

(xvi) Fund Management may be deemed to have (x) the sole power to direct the disposition of 18,284,993 Class A Voting Shares which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 18,284,993 Class A Voting Shares which may be deemed to be beneficially owned by Fund Management as described above.

(xvii) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of the 18,284,993 Class A Voting Shares which may be deemed to be beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 18,284,993 Class A Voting Shares which may be deemed to be beneficially owned by MHR Holdings as described above.

(xviii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 18,331,304 Class A Voting Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 18,331,304 Class A Voting Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.

Page 16 of 19 Pages

(c) See Item 6.

In addition, as part of the Issuer’s regularly scheduled board of director fee grants (i) on September 10, 2019, Dr. Rachesky was granted 2,267 restricted share units at a price equal to $11.03 per share, which are 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 10, 2020 and (ii) on October 1, 2019, Dr. Rachesky was granted 1,831 Class A Voting Shares at a price equal to $9.34 per share.

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Master Account III, including Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Master Account III in accordance with their partnership interests in Master Account III.

(iv) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.

(v) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.

(vi) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(vii) The partners of Institutional Partners IV, including Institutional Advisors IV, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners IV in accordance with their partnership interests in Institutional Partners IV.

(e) Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On October 2, 2019, Master Account III and Institutional Partners IV entered into an agreement (the “Purchase Agreement”) with certain entities affiliated with John C. Malone (“Malone”) pursuant to which Master Account III and Institutional Partners IV agreed to purchase 2,399,571 Class A Voting Shares for aggregate cash consideration of US$22,052,057. In connection with the entry into the Purchase Agreement, pursuant to that certain waiver letter, dated October 2, 2019 (the “Waiver Letter”), the Issuer and Fund Management waived certain provisions set forth in that certain Voting and Standstill Agreement (as defined in Amendment No. 20) in connection with the purchase and sale of the Class A Voting Shares contemplated by the Purchase Agreement.

The preceding description is qualified in its entirety by reference to the terms of the Purchase Agreement and Waiver Letter, filed as Exhibit 1 and Exhibit 2, respectively, to this Statement and are incorporated into this Item 6 by reference.

Page 17 of 19 Pages

Item 7. Material to be filed as Exhibits.

Exhibit No.	Description
1	Purchase Agreement, dated as of October 2, 2019, by and among Master Account III, Institutional Partners IV and certain entities affiliated with Malone.
2	Waiver Letter, dated as of October 2, 2019, by and among Issuer and Fund Management.

Page 18 of 19 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: October 3, 2019

MHR INSTITUTIONAL PARTNERS III LP
By:	MHR Institutional Advisors III LLC, its General Partner
By:	/s/ Janet Yeung
Name:	Janet Yeung
Title:	Authorized Signatory
MHR INSTITUTIONAL ADVISORS III LLC
By:	/s/ Janet Yeung
Name:	Janet Yeung
Title:	Authorized Signatory
MHR FUND MANAGEMENT LLC
By:	/s/ Janet Yeung
Name:	Janet Yeung
Title:	Authorized Signatory
MHR HOLDINGS LLC
By:	/s/ Janet Yeung
Name:	Janet Yeung
Title:	Authorized Signatory
MARK H. RACHESKY, M.D.
By:	/s/ Janet Yeung, Attorney-in-Fact

Page 19 of 19 Pages

Annex A

Reporting Person	Name/Citizenship	Principal Occupation	Business Address
MHR Holdings	Mark H. Rachesky, M.D. (United States)	President and Managing Member	1345 Avenue of the Americas, 42th Floor New York, NY 10105
Fund Management	Mark H. Rachesky, M.D. (United States)	President	1345 Avenue of the Americas, 42th Floor New York, NY 10105
Institutional Advisors III	Mark H. Rachesky, M.D. (United States)	President and Managing Member	1345 Avenue of the Americas, 42th Floor New York, NY 10105

EX-99.1

Exhibit 1

PURCHASE AGREEMENT

PURCHASE AGREEMENT (this “Agreement”) made as of October 2, 2019 (this “Agreement”), between the buyer entities set forth on the signature pages hereto (each a “Buyer” and collectively, the “Buyers”) and the seller entities set forth on the signature pages hereto (each a “Seller” and collectively, the “Sellers”).

WHEREAS, Sellers own in the aggregate 2,399,571 Class A common shares, (the “Class A Common Shares”) of Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia (the “Company”);

WHEREAS, Sellers desire to sell all of Sellers’ right, title and interest in and to 2,399,571 Class A Common Shares (the “Purchased Shares”) on the terms and conditions contained herein; and

WHEREAS, Buyers desire to purchase the Purchased Shares from Sellers at an aggregate purchase price of $22,052,057 (based on closing price on September 26, 2019) on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises hereinafter set forth, the parties hereby agree as follows:

Section 1.    Purchase and Sale of the Purchased Shares.

(a)    Offer, Purchase and Sale of the Purchased Shares. Subject to the terms and conditions set forth in this Agreement, (i) each Buyer hereby offers to purchase the amount of the Purchased Shares from each Seller as set forth on Annex I hereto, (ii) each Seller accepts the applicable Buyer’s offer to purchase the amount of the Purchased Shares indicated next to such Seller’s name as set forth on Annex I hereto (the “Applicable Purchased Shares”) and agrees to sell, transfer, convey, assign and deliver at the Closing to such Buyer the Applicable Purchased Shares and (iii) each Buyer agrees to purchase and accept at such Closing from the applicable Seller, the Applicable Purchased Shares for the price set forth next to its name under the caption “Applicable Purchase Price” on Annex I hereto (the “Applicable Purchase Price”).

(b)     Closing; Delivery.

(i)    The Closing. The closing of the purchase and sale of the Purchased Shares pursuant to this Agreement (the “Closing”) shall take place on October 3, 2019 (the “Closing Date”), or at such time and date as Buyers and Sellers shall mutually agree.

(ii)    Delivery. At the Closing, each Seller shall transfer to and deliver to the applicable Buyer the Applicable Purchased Shares (by placing the necessary irrevocable transfer instructions with the automated system for deposits and withdrawals of securities at the Depository Trust Company, by delivering stock certificates or through a combination of the foregoing, as directed by the applicable Buyer), and shall provide to the applicable Buyer any instruments or documents necessary to document such transfer, against delivery to Seller of the Applicable Purchase Price, by a wire transfer of immediately available funds to the account specified therefor by Seller on Exhibit A hereto, including without limitation, if requested by Buyer, an instrument duly endorsed in blank for transfer, or an irrevocable stock power.

Section 2.    Representations and Warranties of Seller. Each Seller hereby represents and warrants to each Buyer that:

(a)    Status. Seller is neither a resident of any province or territory in Canada, nor organized under the federal, provincial or territorial laws of Canada (and additionally in the case of a Seller that is an individual, is not a citizen of Canada), and to Seller’s knowledge, is not shown on the books of the Company as having an address in any province or territory of Canada. Seller does not hold the Applicable Purchased Shares, through any broker, agent or other person or entity resident in any province or territory of Canada.

(b)    Due Authorization. Seller has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and constitutes the legal and binding agreement of Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity.

(c)    No Conflicts. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not as of the date hereof (i) violate the organizational documents of Seller, (ii) violate any material agreement to which Seller is a party or by which Seller or any of its property or assets is bound or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to Seller.

(d)    Valid Title etc. Seller is the sole owner, beneficially and of record, of the Applicable Purchased Shares, and has good, valid and marketable title to all of the Applicable Purchased Shares, free and clear of any and all Encumbrances and at the Closing, shall transfer to Buyer the Applicable Purchased Shares and all legal and beneficial right, title and interest in and to the Applicable Purchased Shares free and clear of any and all Encumbrances. Seller has the sole right to dispose or direct the disposition of the Applicable Purchased Shares. For purpose of this Section 2(d), the term “Encumbrances” shall mean any security interest, claim, pledge, lien, charge, voting agreement, mortgage, conditional sale agreement, title retention agreement, option, adverse claim of ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description whatsoever.

(e)    Public Disclosure. Seller acknowledges that Buyer is obligated to disclose and file a copy of this Agreement pursuant to US and Canadian securities laws and agrees that nothing in this Agreement shall restrict Buyer’s or its affiliates’ ability to make such disclosures or filings.

(f)    No Brokers. No agent, broker, investment banker, person or firm is or shall be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with the transactions contemplated by this Agreement based in any way on any arrangements, agreements or understandings made by or on behalf of Seller or any affiliate thereof.

Section 3.    Representations and Warranties of Buyer. Each Buyer hereby represents and warrants to each Seller that:

(a)    Due Authorization. Buyer has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal and binding agreement of Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity.

2

(c)    No Conflicts. The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not as of the date hereof (i) violate the organizational documents of Buyer, (ii) violate any material agreement to which Buyer is a party or by which Buyer or any of its property or assets is bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to Buyer.

(d)    Public Disclosure. Buyer acknowledges that Seller is obligated to disclose and file a copy of this Agreement pursuant to US and Canadian securities laws and agrees that nothing in this Agreement shall restrict Seller’s or its affiliates’ ability to make such disclosures or filings.

(e)    No Brokers. No agent, broker, investment banker, person or firm is or shall be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with the transactions contemplated by this Agreement based in any way on any arrangements, agreements or understandings made by or on behalf of Buyer or any affiliate thereof.

Section 4.    General Provisions.

(a)    Binding Agreement and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

(b)    Governing Law and Jurisdiction. This Agreement shall be governed exclusively by, construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

(c)    Counterparts. This Agreement may be executed in any number of counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

(d)    Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter contained herein.

[The remainder of this page intentionally left blank.]

3

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

BUYERS:

MHR Institutional Partners IV LP

By: MHR Institutional Advisors IV LLC, its general partner

By: /s/ Mark H. Rachesky                        

      Name: Mark H. Rachesky

      Title: Authorized Signatory

MHR Capital Partners Master Account III LP

By: MHR Advisors III LLC, its general partner

By: /s/ Mark H. Rachesky                        

      Name: Mark H. Rachesky

      Title: Authorized Signatory

4

SELLERS:

LESLIE A. MALONE 1995 REVOCABLE TRUST

By: /s/ John C. Malone                        

      Name: John C. Malone

      Title: Co-Trustee

MALONE FAMILY LAND PRESERVATION FOUNDATION

By: /s/ John C. Malone                        

      Name: John C. Malone

      Title: President

THE JOHN C. MALONE JUNE 2003 CHARITABLE REMAINDER UNITRUST

By: /s/ John C. Malone                        

      Name: John C. Malone

      Title: Trustee

MALONE STARZ 2015 CHARITABLE REMAINDER UNITRUST

By: /s/ John C. Malone                        

      Name: John C. Malone

      Title: Trustee

THE TRACY M. AMONETTE TRUST A

By: /s/ David Thomas, III                    

      Name: David Thomas, III

      Title: Trustee

THE EVAN D. MALONE TRUST A

By: /s/ David Thomas, III                    

      Name: David Thomas, III

      Title: Trustee

5

ANNEX I

MHR Institutional Partners IV LP:

Seller:	Applicable Purchased Shares	Applicable Purchase Price
Leslie A. Malone 1995 Revocable Trust	140,782	$1,293,786.58
Malone Family Land Preservation Foundation	120,749	$1,109,683.31
The John C. Malone June 2003 Charitable Remainder Unitrust	110,695	$1,017,287.05
Malone Starz 2015 Charitable Remainder Unitrust	1,869,933	$17,184,684.27
The Tracy M. Amonette Trust A	32,061	$294,640.59
The Evan D. Malone Trust A	43,741	$401,979.79
Total Purchased Shares	2,317,961
Total Applicable Purchase Price	$21,302,061.59

6

MHR Capital Partners Master Account III LP:

Seller:	Applicable Purchased Shares	Applicable Purchase Price
Leslie A. Malone 1995 Revocable Trust	4,957	$45,554.83
Malone Family Land Preservation Foundation	4,251	$39,066.69
The John C. Malone June 2003 Charitable Remainder Unitrust	3,897	$35,813.43
Malone Starz 2015 Charitable Remainder Unitrust	65,836	$605,032.84
The Tracy M. Amonette Trust A	1,129	$10,375.51
The Evan D. Malone Trust A	1,540	$14,152.60
Total Purchased Shares	81,610
Total Applicable Purchase Price	$749,995.90

7

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS

[Omitted]

8

EX-99.2

Exhibit 2

October 2, 2019

John C. Malone

440 South Beach Road.

Hobe Sound, FL 33455

Re: Voting and Standstill Agreement (the “Agreement”) dated as of November 15, 2015 among MHR Fund Management, LLC (the “Mammoth”), the affiliated funds of Mammoth party thereto, Liberty Global Incorporated Limited, Discovery Lightning Investment Ltd., John C. Malone (“JCM”), Lions Gate Entertainment Corp., (the “Company”), Liberty Global PLC, and Discovery Communications, Inc., as amended

Dear Mr. Malone:

Mammoth acknowledges, and it is the Company’s understanding that, certain entities affiliated with JCM (the “Sellers”) have proposed to transfer (the “Sale”) the balance of Seller’s ownership of shares of Class A voting common stock of the Company (the “Shares”) to affiliates of Mammoth (the “Buyers”) pursuant to a Purchase Agreement (the “Purchase Agreement”) dated as of October 2, 2019 between the Buyers and the Sellers. Section 4.01 of the Agreement (“Section 4.01”) contains restrictions on the Transfer (as defined in the Agreement) of such shares. By the execution and delivery of this letter, each of Mammoth (for the benefit of JCM) and the Company (for the benefit of JCM and Mammoth) hereby waives the restrictions or requirements applicable in Section 4.01 to the Transfer of the Shares contemplated by the Purchase Agreement.

MHR Fund Management LLC
By:	/s/ Janet Yeung
Name:	Janet Yeung
Title:	General Counsel and Principal
LIONS GATE ENTERTAINMENT CORP.
By:	/s/ Corii D. Berg
Name:	Corii D. Berg
Title:	General Counsel