4//SEC Filing
LIONS GATE ENTERTAINMENT CORP /CN/ 4
Accession 0000899243-16-035305
$STRZCIK 0000929351operating
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 4:48 PM ET
Size
67.4 KB
Accession
0000899243-16-035305
Insider Transaction Report
Form 4
RACHESKY MARK H MD
10% Owner
Transactions
- Other
Class A Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Common Shares
2016-12-08−2,443→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Class A Voting Shares
2016-12-08+253→ 253 total - Other
Class A Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−23,748,947→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Class A Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Common Shares
2016-12-08−507→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+432→ 432 total - Other
Class A Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−186,617→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−865→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−1,396,767→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−62,274→ 0 total - Other
Class A Voting Shares
2016-12-08+432→ 432 total - Other
Common Shares
2016-12-08−1,386,275→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−3,492,443→ 0 total(indirect: See Footnotes)
MHR Institutional Partners III LP
10% Owner
Transactions
- Other
Class B Non-Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−23,748,947→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Common Shares
2016-12-08−507→ 0 total - Other
Class A Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−2,443→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−865→ 0 total - Other
Class A Voting Shares
2016-12-08+432→ 432 total - Other
Class B Non-Voting Shares
2016-12-08+432→ 432 total - Other
Class A Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−1,386,275→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−62,274→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Class A Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Class A Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−1,396,767→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Common Shares
2016-12-08−186,617→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−3,492,443→ 0 total(indirect: See Footnotes)
MHR FUND MANAGEMENT LLC
10% Owner
Transactions
- Other
Class B Non-Voting Shares
2016-12-08+432→ 432 total - Other
Common Shares
2016-12-08−1,386,275→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Common Shares
2016-12-08−2,443→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−62,274→ 0 total - Other
Class A Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Common Shares
2016-12-08−507→ 0 total - Other
Class A Voting Shares
2016-12-08+253→ 253 total - Other
Class B Non-Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−1,396,767→ 0 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−186,617→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−23,748,947→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Class B Non-Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Common Shares
2016-12-08−865→ 0 total - Other
Class A Voting Shares
2016-12-08+432→ 432 total - Other
Common Shares
2016-12-08−3,492,443→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes)
MHR Holdings LLC
10% Owner
Transactions
- Other
Class A Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Common Shares
2016-12-08−865→ 0 total - Other
Class A Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Common Shares
2016-12-08−2,443→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+432→ 432 total - Other
Class A Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−1,386,275→ 0 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−3,492,443→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−62,274→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Class B Non-Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Class A Voting Shares
2016-12-08+432→ 432 total - Other
Class A Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−23,748,947→ 0 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−507→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−1,396,767→ 0 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−186,617→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+253→ 253 total - Other
Class B Non-Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes)
MHR Institutional Advisors III LLC
10% Owner
Transactions
- Other
Class A Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Class A Voting Shares
2016-12-08+432→ 432 total - Other
Class A Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−62,274→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Common Shares
2016-12-08−507→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−865→ 0 total - Other
Class B Non-Voting Shares
2016-12-08+432→ 432 total - Other
Common Shares
2016-12-08−3,492,443→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,746,222→ 1,746,222 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−23,748,947→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+1,221→ 1,221 total - Other
Class A Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+253→ 253 total - Other
Common Shares
2016-12-08−1,396,767→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+698,384→ 698,384 total(indirect: See Footnotes) - Other
Common Shares
2016-12-08−1,386,275→ 0 total(indirect: See Footnotes) - Other
Class A Voting Shares
2016-12-08+31,137→ 31,137 total - Other
Common Shares
2016-12-08−2,443→ 0 total - Other
Common Shares
2016-12-08−186,617→ 0 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+93,309→ 93,309 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+693,138→ 693,138 total(indirect: See Footnotes) - Other
Class B Non-Voting Shares
2016-12-08+11,874,474→ 11,874,474 total(indirect: See Footnotes)
Footnotes (21)
- [F1]Pursuant 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 share, no par value (the "Class A Voting Shares"), and 0.5 Class B non-voting share, no par value (the "Class B Non-Voting Shares"). Restricted share units granted prior to the Reclassification were equitably adjusted in connection with the Reclassification.
- [F10]These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 15, 2017.
- [F11]These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 15, 2017.
- [F12]These 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 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 13)
- [F13]Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F14]These 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 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 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 shares except to the extent of their pecuniary interest therein.
- [F15]These 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 shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16)
- [F16]Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
- [F17]These 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 shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 18)
- [F18]Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
- [F19]These 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 shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 20)
- [F2]Upon 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.
- [F20]Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
- [F21]The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest.
- [F3]These were restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which were scheduled to vest in three equal annual installments beginning on September 13, 2017.
- [F4]These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2017.
- [F5]These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2017.
- [F6]These were restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which were scheduled to vest on September 9, 2017.
- [F7]These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest on September 9, 2017.
- [F8]These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to on September 9, 2017.
- [F9]These were restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which were scheduled to vest in two equal annual installments beginning on September 15, 2017.
Issuer
LIONS GATE ENTERTAINMENT CORP /CN/
CIK 0000929351
Entity typeoperating
IncorporatedBritish Columbia, Canada
Related Parties
1- filerCIK 0000929351
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 4:48 PM ET
- Size
- 67.4 KB