SEC Form 4 · accession 0000947871-17-000114

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

• F1Pursuant to a reclassification exempt under Rule 16b-7, each common share, no par value (the "Common Shares"), was reclassified (the "Reclassification") into 0.5 Class A voting shares, no par value (the "Class A Voting Shares"), and 0.5 Class B non-voting shares, no par value (the "Class B Non-Voting Shares").
• F2As reported on a previously filed Form 4, on 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. In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank.
• F3As adjusted, the Transaction relates to units consisting of 0.50 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares and continues to be 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.
• F4On the settlement date for each Component, Liberty will be obligated to deliver to the Bank, at Liberty's election and subject to the terms of the Transaction, Class A Voting Shares and Class B Non-Voting Shares determined as follows or an equivalent amount in cash: (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.50 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component (the "Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of each of Tranche 1 and 2, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares, and (B) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) (the "Number of Shares");
• F5(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)) (the number of Class A Voting Shares and Class B Non-Voting Shares to be delivered by Liberty pursuant to clause (a), (b) or (c), in each case, the "Number of Shares to be Delivered").
• F6Notwithstanding the foregoing, if the Number of Shares to be Delivered includes fractional shares, and Liberty elects to effect physical delivery of such shares, Liberty shall deliver to Bank (A) Class A Voting Shares and Class B Non-Voting Shares, in each case, in an amount equal to the Number of Shares to be Delivered, rounded down to the nearest whole number, and (B) an amount of cash equal to the value of the fractional Class A Voting Share and the fractional Class B Non-Voting Share.
• F7As reported on a previously filed Form 4, in 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 to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). 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 December 31, 2016 as supplemented by information provided to the Reporting Persons by the Issuer, the Class A Voting Shares reported on this Form 4 represent less than 10% of the outstanding Class A Voting Shares. This Report on Form 4 is being filed because 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."