SEC Form 4 · accession 0001507934-16-000214

Starz Acquisition LLC · STRZA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scott D Macdonald

Officer — CFO, Executive VP & Treasurer

Period of report

Dec 8, 2016

Accepted (ET)

Dec 12, 2016 · 5:22 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 Stock^F1	Dec 8, 2016	D	24,048	—	D	50,353	D
Series A Common Stock^F2	Dec 8, 2016	D	50,353	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4,F3	$11.31	Dec 8, 2016	D	37,205	D	—	Mar 2, 2019	Series A Common Stock	37,205	D
Stock Option (right to buy)^F4,F5	$18.93	Dec 8, 2016	D	33,721	D	—	Mar 4, 2020	Series A Common Stock	33,721	D
Stock Option (right to buy)^F4,F6	$27.41	Dec 8, 2016	D	49,464	D	—	Dec 13, 2020	Series A Common Stock	49,464	D
Stock Option (right to buy)^F4,F7	$33.22	Dec 8, 2016	D	47,123	D	—	Dec 2, 2021	Series A Common Stock	47,123	D
Stock Option (right to buy)^F4,F8	$33.16	Dec 8, 2016	D	45,599	D	—	Dec 15, 2022	Series A Common Stock	45,599	D
Stock Option (right to buy)^F4,F9	$33.68	Dec 8, 2016	D	47,051	D	—	Nov 28, 2023	Series A Common Stock	47,051	D

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").
F2Such shares represent unvested restricted shares. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each restricted stock award outstanding immediately prior to the effective time of the Merger was assumed and converted into an award of shares of restricted Lions Gate non-voting stock relating to a number of shares of Lions Gate non-voting stock equal to the product determined by multiplying the number of shares subject to such award by 1.3633 (rounded down to the nearest whole share), with the same terms and conditions as were applicable to each such restricted stock award immediately prior to the effective time of the Merger.
F3This stock option was fully vested at the time of the Merger.
F4In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each Starz stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of Lions Gate non-voting stock (rounded down to the nearest whole share) equal to the product determined by multiplying the number of options set forth in Column 5 of Table II by 1.3633, with a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing the per-share exercise price set forth in Column 2 of Table II by 1.3633, with substantially the same terms and conditions as were applicable to each option immediately prior to the effective time of the Merger.
F5The options vest in sixteen equal quarterly installments, with the first such installment vesting effective June 4, 2013.
F6The options vest in sixteen equal quarterly installments, with the first such installment vesting effective March 13, 2014.
F7The options vest in four annual installments, with the first such installment vesting on December 2, 2015.
F8The options vest in four equal annual installments, with the first such installment vesting effective December 15, 2016.
F9The options vest in four annual installments, with such first installment vesting on December 15, 2017.