SEC Form 4 · accession 0001104659-16-161725

· STRZ

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

Reporting owner

John C Malone

Director

Period of report

Dec 8, 2016

Accepted (ET)

Dec 12, 2016 · 7:41 pm EST

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 Shares^F1	Dec 8, 2016	J	539,657	—	D	0	I	The John C. Malone June 2003 Charitable Remainder Unitrust
Common Shares^F1	Dec 8, 2016	J	3,871,538	—	D	0	I	Malone Starz 2015 Charitable Remainder Unitrust
Class A voting shares^F1	Dec 8, 2016	J	269,829	—	A	269,829	I	The John C. Malone June 2003 Charitable Remainder Unitrust
Class A voting shares^F1	Dec 8, 2016	J	1,935,769	—	A	1,935,769	I	Malone Starz 2015 Charitable Remainder Unitrust
Class B non-voting shares^F1	Dec 8, 2016	J	269,829	—	A	269,829	I	The John C. Malone June 2003 Charitable Remainder Unitrust
Class B non-voting shares^F1	Dec 8, 2016	J	1,935,769	—	A	1,935,769	I	Malone Starz 2015 Charitable Remainder Unitrust
Class A voting shares^F2	Dec 8, 2016	A	3,686,419	—	A	3,686,419	D
Class A voting shares^F3,F4	Dec 8, 2016	A	145,739	—	A	145,739	I	By Spouse
Class B non-voting shares^F2	Dec 8, 2016	A	3,686,419	—	A	3,686,419	D
Class B non-voting shares^F5,F4	Dec 8, 2016	A	214,785	—	A	214,785	I	By Spouse

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Pursuant to a reorganization of Lions Gate Entertainment Corp.'s (the "Issuer" or "Lions Gate") share capital (the "reclassification"), each Common Share of the Issuer, without par value, was converted into 0.5 shares of newly issued Class A voting shares, without par value, of the Issuer and 0.5 shares of newly issued Class B non-voting shares, without par value, of the Issuer, subject to the terms and conditions of the Merger Agreement (as described below). The reclassification was exempt under Rule 16b-7, and such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F2Received in exchange for 5,832,020 shares of Starz Series B common stock held by the reporting person pursuant to the terms and conditions of the Merger Agreement (as described in the Remarks section).
F3Received in exchange for 230,564 shares of Starz Series B common stock held by the reporting person's spouse pursuant to the terms and conditions of the Merger Agreement.
F4The reporting person disclaims beneficial ownership of these shares owned by his spouse.
F5Received in exchange for an aggregate of 101,778 shares of Starz Series A common stock and 230,564 shares of Starz Series B common stock held by the reporting person's spouse pursuant to the terms and conditions of the Merger Agreement.

Remarks

Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, the "Merger Agreement"), by and among Starz, the Issuer, and Orion Arm Acquisition Inc. ("Merger Sub"), an indirect wholly owned subsidiary of the Issuer, 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") and each share of Starz Series B common stock was converted into the right to receive $7.26 in cash and 0.6321 of a Class A voting share of Lions Gate and 0.6321 of a share of Lions Gate non-voting stock.