SEC Form 4 · accession 0001104659-15-009683
Starz Acquisition LLC · STRZA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Malone
10% Owner
Period of report
Feb 10, 2015
Accepted (ET)
Feb 12, 2015 · 6:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507934
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common StockF1,F2 | Feb 10, 2015 | S$0 | 1,561,538 | — | D | 0 | I | Malone Starz 2015 Charitable Remainder Unitrust |
| Series B Common StockF3,F4 | Feb 10, 2015 | S$0 | 490,597 | — | D | 0 | I | John C. Malone June 2003 Charitable Remainder Unitrust |
| Series B Common StockF3,F5,F6 | Feb 10, 2015 | S$0 | 2,100,000 | — | D | 0 | I | Malone Starz 2015 Charitable Remainder Unitrust |
| Series A Common StockF7 | holding | — | — | — | 101,778 | I | By Spouse | |
| Series B Common StockF3 | holding | — | — | — | 5,832,020 | D | ||
| Series B Common StockF3,F7 | holding | — | — | — | 230,564 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 1,561,294 shares previously reported as directly held by the reporting person and 244 shares previously held by the reporting person in a 401(k) Savings Plan.
- F2Pursuant to a Stock Exchange Agreement, dated as of February 10, 2015, by and among Lions Gate Entertainment Corp. ("LGF"), a wholly owned subsidiary of LGF, and certain affiliates of the reporting person (the "Exchange Agreement"), at the closing of the transactions contemplated by the Exchange Agreement (the "Closing"), an affiliate of the reporting person will transfer 1,561,538 shares of the Issuer's Series A Common Stock (subject to adjustment in certain circumstances) to LGF in exchange for 1,561,538 shares of LGF common stock. Based upon the closing price of a share of common stock of LGF on the New York Stock Exchange on the transaction date, the sale price per share of Series A Common Stock of the Issuer would be $29.69. The Closing is subject to the satisfaction of certain conditions and will occur following the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").
- F3Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.
- F4Pursuant to the Exchange Agreement, at the Closing, an affiliate of the reporting person will transfer 490,597 shares of the Issuer's Series B Common Stock (subject to adjustment in certain circumstances) to LGF in exchange for 539,657 shares of LGF common stock. Based upon the closing price of a share of common stock of LGF on the New York Stock Exchange on the transaction date, the sale price per share of Series B Common Stock of the Issuer would be $32.659. The Closing is subject to the satisfaction of certain conditions and will occur following the expiration or termination of the applicable waiting period under the HSR Act.
- F5Includes 2,100,000 shares previously reported as directly held by the reporting person.
- F6Pursuant to the Exchange Agreement, at the Closing, an affiliate of the reporting person will transfer 2,100,000 shares of the Issuer's Series B Common Stock (subject to adjustment in certain circumstances) to LGF in exchange for 2,310,000 shares of LGF common stock. Based upon the closing price of a share of common stock of LGF on the New York Stock Exchange on the transaction date, the sale price per share of Series B Common Stock of the Issuer would be $32.659. The Closing is subject to the satisfaction of certain conditions and will occur following the expiration or termination of the applicable waiting period under the HSR Act.
- F7The reporting person disclaims beneficial ownership of these shares owned by his spouse.