SEC Form 4 · accession 0001104659-16-161700
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
Dec 8, 2016
Accepted (ET)
Dec 12, 2016 · 5:30 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 | Dec 8, 2016 | U | 101,778 | — | D | 0 | I | By Spouse |
| Series B Common StockF3,F1 | Dec 8, 2016 | U | 5,832,020 | — | D | 0 | D | |
| Series B Common StockF3,F1,F2 | Dec 8, 2016 | U | 230,564 | — | D | 0 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, the "Merger Agreement"), by and among Starz, Lions Gate Entertainment Corp. ("Lions Gate"), and Orion Arm Acquisition Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Lions Gate, on December 8, 2016, Merger Sub was merged with and into Starz, with Starz continuing as the surviving corporation and a wholly owned subsidiary of Lions Gate (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Starz Series A common stock was converted into the right to receive $18.00 in cash and 0.6784 of a Class B non-voting share of Lions Gate ("Lions Gate non-voting stock") and each share of Starz Series B common stock was converted into the right to receive $7.26 in cash and 0.6321 of a Class A voting share of Lions Gate and 0.6321 of a share of Lions Gate non-voting stock.
- F2The reporting person disclaims beneficial ownership of these shares owned by his spouse.
- 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.