SEC Form 4 · accession 0000899243-16-017652
STARZ ENTERTAINMENT CORP /CN/ · STRZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark H Rachesky M.D.
Director · 10% Owner
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000929351
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F14 | Apr 1, 2016 | A | 3,820 | $21.63 | A | 59,244 | D | |
| Common SharesF14,F2 | holding | — | — | — | 445 | D | ||
| Common SharesF14,F3 | holding | — | — | — | 1,013 | D | ||
| Common SharesF4 | holding | — | — | — | 1,298 | D | ||
| Common SharesF14,F5,F6 | holding | — | — | — | 1,396,767 | I | See Footnotes | |
| Common SharesF14,F7 | holding | — | — | — | 186,617 | I | See Footnote | |
| Common SharesF14,F8,F9 | holding | — | — | — | 1,386,275 | I | See Footnotes | |
| Common SharesF14,F10,F11 | holding | — | — | — | 3,492,443 | I | See Footnotes | |
| Common SharesF14,F12,F13 | holding | — | — | — | 23,748,947 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Director fees granted in common shares of the Issuer ("Common Shares").
- F10These 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 11)
- F11Accordingly, 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.
- F12These Common Shares are held for the account of 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 is an affiliate of, and 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 13)
- F13Accordingly, 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.
- F14The Common Shares reported as owned on this Form 4 do not include an additional 14,411,195 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 Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest.
- F2These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest on September 10, 2016.
- F3These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in two equal annual installments beginning on September 9, 2016.
- F4These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2016.
- F5These 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 6)
- F6Accordingly, 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.
- F7These 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.
- F8These 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 9)
- F9Accordingly, 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.