SEC Form 4 · accession 0001193125-26-301179

Lionsgate Studios Corp. · LION

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

Reporting owner

Mark H Rachesky M.D.

Director · 10% Owner

Period of report

Jul 8, 2026

Accepted (ET)

Jul 10, 2026 · 8:00 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002052959

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^{F27,F32,F33,F7,F8}	Jul 8, 2026	S$0	1,469,450	—	D	0	I	See Footnotes
Common Shares^{F28,F32,F33,F9,F10}	Jul 8, 2026	S$0	3,701,988	—	D	0	I	See Footnotes
Common Shares^{F29,F32,F33,F11,F12}	Jul 8, 2026	S$0	25,173,882	—	D	0	I	See Footnotes
Common Shares^{F27,F32,F33,F13,F14}	Jul 8, 2026	P$0	797,526	—	A	797,526	I	See Footnotes
Common Shares^{F28,F32,F33,F15,F16}	Jul 8, 2026	P$0	1,916,271	—	A	1,916,271	I	See Footnotes
Common Shares^{F29,F32,F33,F17,F18}	Jul 8, 2026	P$0	11,154,680	—	A	11,154,680	I	See Footnotes
Common Shares^{F27,F32,F33,F19,F20}	Jul 8, 2026	P$0	671,924	—	A	671,924	I	See Footnotes
Common Shares^{F30,F32,F33,F19,F20}	Jul 8, 2026	S$0	499,765	—	D	172,159	I	See Footnotes
Common Shares^{F30,F32,F33,F21,F22}	Jul 8, 2026	P$0	499,765	—	A	499,765	I	See Footnotes
Common Shares^{F28,F29,F32,F33,F23,F24}	Jul 8, 2026	P$0	15,804,919	—	A	15,804,919	I	See Footnotes
Common Shares^{F31,F32,F33,F23,F24}	Jul 8, 2026	S$0	11,755,412	—	D	4,049,507	I	See Footnotes
Common Shares^{F31,F32,F33,F25,F26}	Jul 8, 2026	P$0	11,755,412	—	A	11,755,412	I	See Footnotes
Common Shares	holding	—	—		—	262,212	D
Common Shares^F1	holding	—	—		—	20,107	D
Common Shares^{F32,F33,F2,F3}	holding	—	—		—	2,385,199	I	See Footnotes
Common Shares^F32,F33,F4	holding	—	—		—	310,381	I	See Footnotes
Common Shares^{F32,F33,F5,F6}	holding	—	—		—	4,607,598	I	See Footnotes

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on November 28, 2026.
F10Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F11These Common Shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 12)
F12Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F13These Common Shares are held for the account of MHR Sun II LP, a Delaware limited partnership ("Sun II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Sun II. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Sun II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 14)
F14Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F15These Common Shares are held for the account of MHR Sun IIA LP, a Delaware limited partnership ("Sun IIA"). Institutional Advisors II is the general partner of Sun IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Sun IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16)
F16Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F17These Common Shares are held for the account of MHR Sun III LP, a Delaware limited partnership ("Sun III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Sun III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Sun III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 18)
F18Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F19These Common Shares are held for the account of MHR LION Holdco A LP, a Delaware limited partnership ("LION Holdco A"). MHR Sun GP LLC, a Delaware limited liability company ("MHR Sun GP"), is the general partner of LION Holdco A. The Rachesky Revocable Trust (the "Trust") is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 20)
F2These Common Shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 3)
F20Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F21These Common Shares are held for the account of MHR LION SubHoldco A LP, a Delaware limited partnership ("LION SubHoldco A"). MHR Sun GP is the general partner of LION SubHoldco A. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 22)
F22Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F23These Common Shares are held for the account of MHR LION Holdco B LP, a Delaware limited partnership ("LION Holdco B"). MHR Sun GP is the general partner of LION Holdco B. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 24)
F24Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F25These Common Shares are held for the account of MHR LION SubHoldco B LP, a Delaware limited partnership ("LION SubHoldco B"). MHR Sun GP is the general partner of LION SubHoldco B. The Trust is the managing mamber of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 26)
F26Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F27In connection with that certain continuation fund transaction, as further described in Amendment No. 2 to Schedule 13D filed by the certain of the reporting persons on July 9, 2026 (the "CV Transaction"), Institutional Partners II contributed the Common Shares held for its account to Sun II and LION Holdco A, in exchange for limited partnership interests in Sun II and limited partnership interests and certain other interests in LION Holdco A. Dr. Rachesky's indirect pecuniary interest in the Common Shares may be deemed to have increased as a result of the transactions described in footnotes (27), (28) and (29) due to Dr. Rachesky and certain of his affiliated entities being investors in an entity that is a limited partner in LION Holdco A and LION Holdco B.
F28In connection with the CV Transaction, Institutional Partners IIA contributed the Common Shares held for its account to Sun IIA and LION Holdco B, in exchange for limited partnership interests in Sun IIA and limited partnership interests and certain other interests in LION Holdco B.
F29In connection with the CV Transaction, Institutional Partners III contributed the Common Shares held for its account to Sun III and LION Holdco B, in exchange for limited partnership interests in Sun III and limited partnership interests and certain other interests in LION Holdco B.
F3Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F30In further connection with the CV Transaction, immediately following the contribution of Common Shares from Institutional Partners II, LION Holdco A, as the sole limited partner of LION SubHoldco A, contributed certain of the Common Shares held for its account to LION SubHoldco A.
F31In connection with the CV Transaction, immediately following the contribution of Common Shares from Institutional Partners IIA and Institutional Partners III, LION Holdco B, as the sole limited partner of LION SubHoldco B, contributed certain of the Common Shares held for its account to LION SubHoldco B.
F32The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales, Liberty Global Ltd., Bermuda exempted company limited by shares, Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales, Warner Bros. Discovery, Inc., a Delaware corporation, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Institutional Partners IV and Fund Management, but as to which they have no pecuniary interest.
F33The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Governance, Standstill and Voting Agreement, by and among Fund Management and certain of its affiliates and Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership, but as to which they have no pecuniary interest.
F4These Common Shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F5These Common Shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. Dr. Rachesky is the managing member of Institutional Advisors IV. Fund Management has an investment management agreement with Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 6)
F6Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F7These Common Shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 8)
F8Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
F9These Common Shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 10)