SEC Form 4 · accession 0000947871-15-000834

STARZ ENTERTAINMENT CORP /CN/ · STRZ

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction (the "Transaction") with an unaffiliated bank (the "Bank") relating to 2,500,000 Common Shares of the Issuer ("Common Shares"). The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.
• F2On the settlement date for each Component, Liberty will be obligated to deliver to the Bank, at Liberty's election, a number of Common Shares determined as follows or an equivalent amount in cash: (a) if the volume weighted average trading price per share on the valuation date for the relevant Component (the "Settlement Price") is less than $33.167 (the "Forward Floor Price"), 33,334 Common Shares (or, in the case of the last Component in each Tranche, 33,317 Common Shares in the case of Tranches 1 and 2 and 33,318 Common Shares in the case of Tranche 3) (the "Number of Shares"); (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 (the "Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).
• F3In exchange for assuming this obligation, Liberty received a cash payment of $ 70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank.

Remarks

Based on information set forth in the Issuer's report on Form 10-Q for the quarterly period ended September 30, 2015, the Common Shares owned by the Reporting Persons represent less than 10% of the outstanding Common Shares. The Reporting Persons have entered into certain agreements with the Issuer and certain other shareholders of the Issuer pursuant to which the Reporting Persons might be considered to constitute a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, with such other shareholders, and the aggregate holdings of all members of such "group" exceed 10% of the outstanding Common Shares of the Issuer. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2015. This Report shall not be considered an admission or acknowledgment of the existence of such a "group." The Reporting Persons disclaim beneficial ownership of all Common Shares held by other shareholders of the Issuer with which they might constitute a "group."