SEC Form 4 · accession 0001209191-15-034044
STARZ ENTERTAINMENT CORP /CN/ · STRZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark H Rachesky M.D.
Director · 10% Owner
MHR FUND MANAGEMENT LLC
10% Owner
MHR Institutional Partners III LP
10% Owner
MHR Institutional Advisors III LLC
10% Owner
MHR Holdings LLC
10% Owner
Period of report
Apr 13, 2015
Accepted (ET)
Apr 14, 2015 · 5:06 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 SharesF2,F6,F7 | Apr 13, 2015 | S | 462,336 | $31.60 | D | 1,907,687 | I | See Footnotes |
| Common SharesF2,F8 | Apr 13, 2015 | S | 61,771 | $31.60 | D | 254,879 | I | See Footnote |
| Common SharesF2,F9,F10 | Apr 13, 2015 | S | 458,864 | $31.60 | D | 1,893,359 | I | See Footnotes |
| Common SharesF2,F11,F12 | Apr 13, 2015 | S | 1,156,015 | $31.60 | D | 4,769,938 | I | See Footnotes |
| Common SharesF2,F13,F14 | Apr 13, 2015 | S | 7,861,014 | $31.60 | D | 32,436,036 | I | See Footnotes |
| Common Shares | holding | — | — | — | 50,051 | D | ||
| Common SharesF3 | holding | — | — | — | 3,228 | D | ||
| Common SharesF4 | holding | — | — | — | 1,335 | D | ||
| Common SharesF5 | holding | — | — | — | 1,520 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III (the "MHR Funds") entered into an underwriting agreement (the "Underwriting Agreement") with the Issuer and J.P. Morgan Securities LLC, as underwriter (the "Underwriter") on April 8, 2015, in connection with a registered underwritten secondary public offering of Common Shares held by the MHR Funds. Subject to the terms and conditions of the Underwriting Agreement, on April 13, 2015, the Reporting Persons sold to the Underwriter and the Underwriter purchased from the Reporting Persons, an aggregate of 10,000,000 Common Shares.
- 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 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.
- F11These 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)
- F12Accordingly, 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.
- F13These 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)
- F14Accordingly, 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.
- F2The price represents the public offering price of $32.00 per share, net underwriting discounts of $0.40 per Common Share.
- F3These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest or have vested in three equal annual installments beginning on September 11, 2013.
- F4These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest or have vested in three equal annual installments beginning on September 10, 2014.
- F5These 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 9, 2015.
- F6These 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)
- F7Accordingly, 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.
- F8These 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.
- F9These 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 in footnote 9)