SEC Form 4 · accession 0001571049-16-020574
STARZ ENTERTAINMENT CORP /CN/ · STRZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Goldsmith
Officer — Co-Chief Operating Officer
Period of report
Dec 8, 2016
Accepted (ET)
Dec 12, 2016 · 9:29 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 SharesF2,F1 | Dec 8, 2016 | J | 150,099 | — | D | 0 | D | |
| Class A Voting SharesF3,F8,F1 | Dec 8, 2016 | J | 75,050 | — | A | 75,050 | D | |
| Class B Non-Voting SharesF4,F8,F1,F3 | Dec 8, 2016 | J | 75,050 | — | A | 75,050 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee stock option (right to buy)F9,F5 | $15.76 | Dec 8, 2016 | J | 250,000 | D | — | Oct 3, 2022 | Common Shares | 250,000 | 0 | D |
| Employee stock option (right to buy)F9,F5 | $16.31 | Dec 8, 2016 | J | 122,833 | A | — | Oct 3, 2022 | Class A Voting Shares | 122,833 | 122,833 | D |
| Employee stock option (right to buy)F9,F5 | $15.77 | Dec 8, 2016 | J | 122,833 | A | — | Oct 3, 2022 | Class B Non-Voting Shares | 122,833 | 122,833 | D |
| Employee stock option (right to buy)F9,F6 | $30.72 | Dec 8, 2016 | J | 50,000 | D | — | May 8, 2020 | Common Shares | 50,000 | 0 | D |
| Employee stock option (right to buy)F9,F6 | $31.80 | Dec 8, 2016 | J | 24,566 | A | — | May 8, 2020 | Class A Voting Shares | 24,566 | 24,566 | D |
| Employee stock option (right to buy)F9,F6 | $30.74 | Dec 8, 2016 | J | 24,566 | A | — | May 8, 2020 | Class B Non-Voting Shares | 24,566 | 24,566 | D |
| Employee stock option (right to buy)F9,F7 | $37.84 | Dec 8, 2016 | J | 101,250 | D | — | Nov 13, 2025 | Common Shares | 101,250 | 0 | D |
| Employee stock option (right to buy)F9,F7 | $39.16 | Dec 8, 2016 | J | 49,747 | A | — | Nov 13, 2025 | Class A Voting Shares | 49,747 | 49,747 | D |
| Employee stock option (right to buy)F9,F7 | $37.86 | Dec 8, 2016 | J | 49,747 | A | — | Nov 13, 2025 | Class B Non-Voting Shares | 49,747 | 49,747 | D |
Explanation of responses
- F1Pursuant to a reclassification exempt under Rule 16b-7, each Common Share, without par value, was reclassified into 0.5 Class A voting shares, without par value, and 0.5 Class B non-voting shares, without par value (the "Reclassification"). Restricted share units and stock options granted prior to the Reclassification were equitably adjusted in connection with the Reclassification.
- F2Amount includes 37,500 restricted share units granted by the Issuer, payable upon vesting in an equal number of common shares of the Issuer, that are scheduled to vest in three installments on September 30, 2017, September 30, 2018 and September 29, 2019.
- F3Amount includes 18,750 restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A voting shares of the Issuer, that are scheduled to vest in three installments on September 30, 2017, September 30, 2018 and September 29, 2019.
- F4Amount includes 18,750 restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B non-voting shares of the Issuer, that are scheduled to vest in three installments on September 30, 2017, September 30, 2018 and September 29, 2019.
- F5The options are vested.
- F6One-third of the options are vested and the remaining unvested options are scheduled to vest in two equal installments on May 8, 2017 and May 8, 2018.
- F7One third of the options are vested, one-third of the Options are scheduled to vest on September 30, 2017, one-sixth are scheduled o vest on September 30, 2018 and one-sixth are scheduled to vest on September 30, 2019.
- F8Upon the completion of the Reclassification, each restricted share unit award was adjusted to cover (a) a number of Class A voting shares equal to the number of common shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share and (b) a number of Class B non-voting shares equal to the number of common shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share. Fractional Class A voting shares and Class B non-voting shares resulting from the adjustment were cancelled in exchange for a cash payment equal to the closing trading price of the Class A voting shares or Class B non-voting shares, as applicable, on December 9, 2016, multiplied by the fraction cancelled.
- F9Upon the completion of the Reclassification, the number of shares and exercise prices of the stock option awards were adjusted to preserve their pre-reclassification intrinsic value. Stock options were rounded down to the nearest share and up to the nearest penny, and cash was issued in lieu of lost value attributable to the adjustment.